January 28, 2008

Ms. Sally Samuel, Esq.
Office of Insurance Products
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Courtesy Copy of Form N-4 Registration Statement

Dear Ms. Samuel:

We filed Post-Effective Amendments under Rule 485(a) to certain N-4
registration statements of Prudential Annuities Life Assurance Corporation
("PALAC"), Pruco Life Insurance Company ("Pruco Life") and Pruco Life
Insurance Company of New Jersey ("PLNJ") on November 25, 2008. We sent a
courtesy copy of a revised supplement that was filed in registration statement
number 333-96577 on January 26, 2009 in response to additional comments.
Attached hereto is the courtesy copy of the same supplement.

Your time and attention to these filings is greatly appreciated. If you have
any questions, comments or need additional information relating to these
filings, please feel free to contact me at (203) 402-1382 or Chris Sprague at
(973) 802-6997.

Sincerely

/s/ Lynn K. Stone
--------------------------
Lynn K. Stone

PRUDENTIAL
One Corporate Drive
Shelton, CT 06484
Telephone: 203-402-1382, Facsimile: 203-402-1261

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

ADVANCED SERIES ADVISOR PLAN III/SM/ ("ASAP III")/SM/
ADVANCED SERIES APEX II/SM/ ("APEX II")/SM/
ADVANCED SERIES LIFEVEST II/SM/ ("ASL II")/SM/
ADVANCED SERIES XTRA CREDIT EIGHT/SM/ ("XT8")/SM/

Supplement dated February 23, 2009

To
Prospectuses dated June 16, 2008, as Supplemented

This supplement should be read and retained with the prospectus and
supplements for your ASAP III, APEX II, ASL II and XT8 Annuity. If you would
like another copy of the prospectus or the supplements, please call us at
1-800-752-6342. The terms used in this supplement are defined in the Glossary
of Terms in the prospectus, unless specifically defined in this supplement.
The optional living benefits and optional features described in this
supplement are only being offered in those jurisdictions where we have
received regulatory approval and will be offered subsequently in other
jurisdictions when we receive regulatory approval in those jurisdictions.

This supplement describes new optional living benefits available under each of
the above-referenced Annuities (page 7). If you currently own an Annuity with
a living benefit, you may terminate your existing benefit rider and elect
these new benefits (subject to our current rules).

This supplement also describes a new optional feature available to current
owners of Highest Daily Lifetime Five Income Benefit (page 34), Highest Daily
Lifetime Seven Income Benefit (page 36), and Spousal Highest Daily Lifetime
Seven Income Benefit (page 36) that, if elected, would provide an alternative
asset transfer formula for their benefit. Except as otherwise described in
this supplement, all terms and conditions of your Annuity and benefit rider
for Highest Daily Lifetime Five Income Benefit, Highest Daily Lifetime Seven
Income Benefit or Spousal Highest Daily Lifetime Seven Income Benefit apply
and do not change.

In addition, this supplement also: (1) discusses that certain optional living
benefits are no longer available (subject to regulatory approval of the
benefits offered in this supplement) (page 41); (2) discusses information
about Section 403(b) annuity contract exchanges (page 41); (3) provides
information regarding purchasing an Annuity if you are a beneficiary of an
annuity contract that was owned by a decedent (page 41); and (4) provides
additional information with respect to Guaranteed Return Option Plus,
Guaranteed Return Option, Highest Daily Guaranteed Return Option, Guaranteed
Return Option Plus 2008, Highest Daily Lifetime Five, Highest Daily Lifetime
Seven and Spousal Highest Daily Lifetime Seven (pages 42-46).

SUPPLEMENT TABLE OF CONTENTS

Page
----

SUMMARY OF CONTRACT FEES AND CHARGES - YOUR OPTIONAL BENEFIT FEES AND CHARGES.............. 3

EXPENSE EXAMPLES........................................................................... 5

NEW OPTIONAL LIVING BENEFIT PROGRAMS....................................................... 7

HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT.......................................... 7
TRANSFER FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS/SM/ AND SPOUSAL HIGHEST DAILY LIFETIME
7 PLUS/SM/ INCOME BENEFITS.............................................................. 16
HIGHEST DAILY LIFETIME 7 PLUS WITH BENEFICIARY INCOME OPTION/SM/.......................... 18
HIGHEST DAILY LIFETIME 7 PLUS WITH LIFETIME INCOME ACCELERATOR/SM/........................ 19
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT.................................. 21
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS WITH BENEFICIARY INCOME OPTION/SM/.................. 29
TERMINATION OF EXISTING BENEFITS AND ELECTION OF NEW BENEFITS............................. 30

INVESTMENT OPTIONS......................................................................... 31

NEW OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT, HIGHEST DAILY
LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN INCOME
BENEFIT.................................................................................. 34

OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT........................... 34
OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST
DAILY LIFETIME SEVEN INCOME BENEFIT..................................................... 36

OTHER INFORMATION.......................................................................... 41

DISCONTINUANCE OF CERTAIN OPTIONAL LIVING BENEFITS........................................ 41
TAX CONSIDERATIONS - TYPES OF TAX-FAVORED PLANS........................................... 41
PURCHASING YOUR ANNUITY - "BENEFICIARY" ANNUITY........................................... 41
GUARANTEED RETURN OPTION PLUS - KEY FEATURE - ALLOCATION OF ACCOUNT VALUE................. 42
GUARANTEED RETURN OPTION - KEY FEATURE - ALLOCATION OF ACCOUNT VALUE...................... 44
GUARANTEED RETURN OPTION PLUS 2008 AND HIGHEST DAILY GRO - KEY FEATURE - ALLOCATION OF
ACCOUNT VALUE........................................................................... 45
ASSET TRANSFER COMPONENT OF HIGHEST DAILY LIFETIME FIVE................................... 46
ASSET TRANSFER COMPONENT OF HIGHEST DAILY LIFETIME SEVEN AND ASSET TRANSFER COMPONENT
OF SPOUSAL HIGHEST DAILY LIFETIME SEVEN................................................. 47

The following line items are added to the prospectus (on page 8) section
"Summary of Contract Fees and Charges - Your Optional Benefit Fees and
Charges." The entire table of "Summary of Contract Fees and Charges" can be
found on page 6 of your prospectus.

-------------------------------------------------------------------------------------------------------
YOUR OPTIONAL BENEFIT FEES AND CHARGES /1/
-------------------------------------------------------------------------------------------------------
OPTIONAL BENEFIT OPTIONAL TOTAL TOTAL TOTAL TOTAL
BENEFIT FEE/ ANNUAL ANNUAL ANNUAL ANNUAL
CHARGE CHARGE /2/ CHARGE /2/ CHARGE /2/ CHARGE /2/
for ASAP III for APEX II for ASL II for XT8
-------------------------------------------------------------------------------------------------------

HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/ 1.50% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
1.50% of 1.50% of 1.50% of 1.50% of
PWV PWV PWV PWV
Current Charge 0.75% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
0.75% of 0.75% of 0.75% of 0.75% of
PWV PWV PWV PWV
-------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
Maximum Charge /3/ 1.50% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
1.50% of 1.50% of 1.50% of 1.50% of
PWV PWV PWV PWV
Current Charge 0.90% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
0.90% of 0.90% of 0.90% of 0.90% of
PWV PWV PWV PWV
-------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH BIO
Maximum Charge /3/ 2.00% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
2.00% of 2.00% of 2.00% of 2.00% of
PWV PWV PWV PWV
Current Charge 1.10% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
1.10% of 1.10% of 1.10% of 1.10% of
PWV PWV PWV PWV
-------------------------------------------------------------------------------------------------------
SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS
WITH BIO
Maximum Charge /3/ 2.00% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
2.00% of 2.00% of 2.00% of 2.00% of
PWV PWV PWV PWV
Current Charge 1.10% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
1.10% of 1.10% of 1.10% of 1.10% of
PWV PWV PWV PWV
-------------------------------------------------------------------------------------------------------
HIGHEST DAILY LIFETIME 7 PLUS WITH LIA
Maximum Charge /3/ 2.00% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
2.00% of 2.00% of 2.00% of 2.00% of
PWV PWV PWV PWV
Current Charge 1.10% of PWV 1.25% + 1.65% + 1.65% + 1.75% +
1.10% of 1.10% of 1.10% of 1.10% of
PWV PWV PWV PWV
-------------------------------------------------------------------------------------------------------

How Charge is Determined

1. Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed against
the Protected Withdrawal Value ("PWV"). As discussed in the description of
the benefit, the charge is taken out of the Sub-accounts. For ASAP III,
0.75% of PWV is in addition to 1.25% annual charge of amounts invested in
the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge of amounts
invested in the Sub-accounts in subsequent Annuity Years. For APEX II and
ASL II, 0.75% of PWV is in addition to 1.65% annual charge of amounts
invested in the Sub-accounts. For XT8, 0.75% of PWV is in addition to 1.75%
annual charge of amounts invested in the Sub-accounts.

Spousal Highest Daily Lifetime 7 Plus. Charge for this benefit is assessed
against the Protected Withdrawal Value ("PWV"). As discussed in the
description of the benefit, the charge is taken out of the Sub-accounts.
For ASAP III, 0.90% of PWV is in addition to 1.25% annual charge of amounts
invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
of amounts invested in the Sub-accounts in subsequent Annuity Years. For
APEX II and ASL II, 0.90% of PWV is in addition to 1.65% annual charge of
amounts invested in the Sub-accounts. For XT8, 0.90% of PWV is in addition
to 1.75% annual charge of amounts invested in the Sub-accounts.
Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is assessed
against the Protected Withdrawal Value ("PWV"). As discussed in the
description of the benefit, the charge is taken out of the Sub-accounts.
For ASAP III, 1.10% of PWV is in addition to 1.25% annual charge of amounts
invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
of amounts invested in the Sub-accounts in subsequent Annuity Years. For
APEX II and ASL II, 1.10% of PWV is in addition to 1.65% annual charge of
amounts invested in the Sub-accounts. For XT8, 1.10% of PWV is in addition
to 1.75% annual charge of amounts invested in the Sub-accounts.
Spousal Highest Daily Lifetime 7 Plus with BIO. Charge for this benefit is
assessed against the Protected Withdrawal Value ("PWV"). As discussed in
the description of the benefit, the charge is taken out of the
Sub-accounts. For ASAP III, 1.10% of PWV is in addition to 1.25% annual
charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
0.65% annual charge of amounts invested in the Sub-accounts in subsequent
Annuity Years. For APEX II and ASL II, 1.10% of PWV is in addition to 1.65%
annual charge of amounts invested in the Sub-accounts. For XT8, 1.10% of
PWV is in addition to 1.75% annual charge of amounts invested in the
Sub-accounts.
Highest Daily Lifetime 7 Plus with LIA. Charge for this benefit is assessed
against the Protected Withdrawal Value ("PWV"). As discussed in the
description of the benefit, the charge is taken out of the Sub-accounts.
For ASAP III, 1.10% of PWV is in addition to 1.25% annual charge of amounts
invested in the Sub-accounts (in Annuity Years 1-8) and 0.65% annual charge
of amounts invested in the Sub-accounts in subsequent Annuity Years. For
APEX II and ASL II, 1.10% of PWV is in addition to 1.65% annual charge of
amounts invested in the Sub-accounts. For XT8, 1.10% of PWV is in addition
to 1.75% annual charge of amounts invested in the Sub-accounts.
2. The Total Annual Charge includes the Insurance Charge and Distribution
Charge (if applicable) assessed against the average daily net assets
allocated to the Sub-accounts. If you elect more than one optional benefit,
the Total Annual Charge would be increased to include the charge for each
optional benefit.
3. We reserve the right to increase the charge to the maximum charge
indicated, upon any step-up or reset under the benefit, or new election of
the benefit.

EXPENSE EXAMPLES

The following Expense Examples replace the Expense Examples in the prospectus
on page 14 and page 13 for XT8.

Below are examples for each Annuity showing what you would pay in expenses at
the end of the stated time periods had you invested $10,000 in the Annuity and
your investment has a 5% return each year.

The examples reflect the following fees and charges for each Annuity as
described in "Summary of Contract Fees and Charges":
. Insurance Charge
. Distribution Charge (if applicable)
. Contingent Deferred Sales Charge (when and if applicable)
. Annual Maintenance Fee
. The maximum combination of optional benefit charges

The examples also assume the following for the period shown:
. You allocate all of your Account Value to the Sub-account with the
maximum total annual operating expenses, and those expenses remain the
same each year*
. For each Sub-account charge, we deduct the maximum charge rather than
any current charge
. You make no withdrawals of Account Value
. You make no transfers, or other transactions for which we charge a fee
. No tax charge applies
. You elect the Highest Daily Lifetime 7 Plus with BIO (which is the
maximum optional benefit charge)**
. For the XT8 example, no Purchase Payment Credit is granted under the
Annuity
. For the APEX II example, the Loyalty Credit applies to the Annuity and
is equal to 2.75% of total Purchase Payments made during the first four
Annuity years
. For the ASAP III example, the Loyalty Credit applies to the Annuity and
is equal to 0.50% of total Purchase Payments made during the first four
Annuity years.

Amounts shown in the examples are rounded to the nearest dollar.

* Note: Not all portfolios offered as Sub-accounts may be available depending
on optional benefit selection, the applicable jurisdiction and selling firm.
** Note: While a higher combination of charges exists, certain of the benefits
are no longer available for election and therefore not used in these
examples.

THE EXAMPLES ARE ILLUSTRATIVE ONLY - THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING MUTUAL FUNDS OR
THEIR PORTFOLIOS - ACTUAL EXPENSES WILL BE LESS THAN THOSE SHOWN DEPENDING
UPON WHICH OPTIONAL BENEFIT YOU ELECT OTHER THAN INDICATED IN THE EXAMPLES OR
IF YOU ALLOCATE ACCOUNT VALUE TO ANY OTHER AVAILABLE SUB-ACCOUNTS.

Expense Examples are provided as follows: 1) if you surrender the Annuity at
the end of the stated time period; 2) if you annuitize at the end of the
stated time period; and 3) if you do not surrender your Annuity.

If you Surrender your annuity at the end of the applicable time period: /1/

1 yr 3 yrs 5 yrs 10 yrs
-------------------------------------

ASAP III $1,247 $2,288 $3,269 $5,432
-------------------------------------
APEX II $1,389 $2,482 $3,053 $5,940
-------------------------------------
ASL II $609 $1,803 $2,971 $5,781
-------------------------------------
XT8 $1,481 $2,597 $3,588 $5,943
-------------------------------------

If you annuitize your annuity at the end of the applicable time period: /2/

1 yr 3 yrs 5 yrs 10 yrs
-----------------------------------

ASAP III N/A $1,703 $2,819 $5,432
-----------------------------------
APEX II N/A $1,852 $3,053 $5,940
-----------------------------------
ASL II $608 $1,803 $2,971 $5,781
-----------------------------------
XT8 N/A N/A $3,012 $5,847
-----------------------------------

If you do not surrender your annuity:

1 yr 3 yrs 5 yrs 10 yrs
-----------------------------------

ASAP III $572 $1,703 $2,819 $5,432
-----------------------------------
APEX II $624 $1,852 $3,053 $5,940
-----------------------------------
ASL II $608 $1,803 $2,971 $5,781
-----------------------------------
XT8 $617 $1,829 $3,012 $5,847
-----------------------------------

1 There is no CDSC for ASL II. See "Summary of Contract Fees and Charges" for
the CDSC schedule in your prospectus.
2 If you own ASAP III or APEX II, you may not annuitize in the first Annuity
Year. If you own XT8, you may not annuitize in the first three Annuity
Years.

NEW OPTIONAL LIVING BENEFITS

1. We add the following new optional living benefits to the prospectus:

HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (HD 7 Plus)/SM/

Highest Daily Lifetime 7 Plus is offered as a replacement to Highest Daily
Lifetime Seven in those jurisdictions where we have received regulatory
approval. Currently, if you elect Highest Daily Lifetime 7 Plus and
subsequently terminate the benefit, you may elect another lifetime withdrawal
benefit, subject to our current rules. See "Election of and Designations under
the Program" and "Termination of Existing Benefits and Election of New
Benefits" below for details. Please note that if you terminate Highest Daily
Lifetime 7 Plus and elect another lifetime benefit, you lose the guarantees
that you had accumulated under your existing benefit and will begin the new
guarantees under the new benefit you elect based on your Account Value as of
the date the new benefit becomes active. The income benefit under Highest
Daily Lifetime 7 Plus currently is based on a single "designated life" who is
at least 45 years old on the date that the benefit is acquired. The Highest
Daily Lifetime 7 Plus benefit is not available if you elect any other optional
living benefit, although you may elect any optional death benefit other than
the Plus 40 life insurance rider and Highest Daily Value death benefit. As
long as your Highest Daily Lifetime 7 Plus Benefit is in effect, you must
allocate your Account Value in accordance with the then permitted and
available investment option(s) with this program. For a more detailed
description of the permitted investment options, see the "Investment Options"
section below and in your prospectus on page 16, (or page 14 for XT8).

We offer a benefit that guarantees until the death of the single designated
life (the Annuitant) the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial principal value (the
"Protected Withdrawal Value") regardless of the impact of Sub-account
performance on the Account Value, subject to our program rules regarding the
timing and amount of withdrawals. You are guaranteed to be able to withdraw
the Annual Income Amount for the rest of your life ("Lifetime Withdrawals"),
provided that you have not made "excess withdrawals" that have resulted in
your Account Value being reduced to zero. We also permit you to make a
one-time Non-Lifetime Withdrawal from your Annuity prior to taking Lifetime
Withdrawals under the benefit. Highest Daily Lifetime 7 Plus may be
appropriate if you intend to make periodic withdrawals from your Annuity, and
wish to ensure that Sub-account performance will not affect your ability to
receive annual payments. You are not required to make withdrawals as part of
the benefit - the guarantees are not lost if you withdraw less than the
maximum allowable amount each year under the rules of the benefit. As
discussed below, we require that you participate in our asset transfer program
in order to participate in Highest Daily Lifetime 7 Plus.

Although you are guaranteed the ability to withdraw your Annual Income Amount
for life even if your Account Value falls to zero, if you take an excess
withdrawal that brings your Account Value to zero, it is possible that your
Annual Income Amount could also fall to zero. In that scenario, no further
amount would be payable under the Highest Daily Lifetime 7 Plus benefit.

Key Feature - Protected Withdrawal Value
The Protected Withdrawal Value is used to calculate the initial Annual Income
Amount. The Protected Withdrawal Value is separate from your Account Value and
not available as cash or a lump sum. On the effective date of the benefit, the
Protected Withdrawal Value is equal to your Account Value. On each Valuation
Day thereafter until the date of your first Lifetime Withdrawal (excluding any
Non-Lifetime Withdrawal discussed below), the Protected Withdrawal Value is
equal to the "Periodic Value" described in the next paragraphs.

The "Periodic Value" initially is equal to the Account Value on the effective
date of the benefit. On each Valuation Day thereafter until the first Lifetime
Withdrawal, we recalculate the Periodic Value. We stop determining the
Periodic Value upon your first Lifetime Withdrawal after the effective date of
the benefit. On each Valuation Day (the "Current Valuation Day"), the Periodic
Value is equal to the greater of:

(1)the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 7% annually during
the calendar day(s) between the Prior Valuation Day and the Current
Valuation Day (i.e., one day for successive Valuation Days, but more than
one calendar day for Valuation Days that are separated by weekends and/or
holidays), plus the amount of any adjusted Purchase Payment made on the
Current Valuation Day (the Periodic Value is proportionally reduced for any
Non-Lifetime Withdrawal); and
(2)the Account Value.

If you have not made a Lifetime Withdrawal on or before the 10/th/, 20/th/, or
25/th/ Anniversary of the effective date of the benefit, your Periodic Value
on the 10/th/, 20/th/, or 25/th/ Anniversary of the benefit effective date is
equal to the greater of:

(1)the Periodic Value described above or,
(2)the sum of (a), (b) and (c) below (proportionally reduced for any
Non-Lifetime Withdrawals):
(a)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
600% (on the 25/th/ anniversary) of the Account Value on the
effective date of the benefit;
(b)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
600% (on the 25/th/ anniversary) of all adjusted Purchase Payments
made within one year following the effective date of the benefit; and

(c)all adjusted Purchase Payments made after one year following the
effective date of the benefit.

If you elect Highest Daily Lifetime 7 Plus with Beneficiary Income Option
("BIO") (see below), we will stop determining the Periodic Value (as described
above) on the earlier of your first Lifetime Withdrawal after the effective
date of the benefit or the Tenth Anniversary of the effective date of the
benefit ("Tenth Anniversary"). This means that under the Highest Daily
Lifetime 7 Plus with BIO benefit you will not be eligible for the guaranteed
minimum Periodic Values described above on the 20/th/ and 25/th/ Anniversary
of the Benefit Effective Date.

On and after the date of your first Lifetime Withdrawal, your Protected
Withdrawal Value is increased by the amount of any subsequent Purchase
Payments, is reduced by withdrawals, including your first Lifetime Withdrawal
(as described below), and may be increased if you qualify for a step-up (as
described below).

Return of Principal Guarantee
If you have not made a Lifetime Withdrawal before the Tenth Anniversary, we
will increase your Account Value on that Tenth Anniversary (or the next
Valuation Day, if that anniversary is not a Valuation Day), if the
requirements set forth in this paragraph are met. On the Tenth Anniversary, we
add:

a) your Account Value on the day that you elected Highest Daily Lifetime 7
Plus proportionally reduced for any Non-Lifetime Withdrawal; and
b) the sum of each Purchase Payment proportionally reduced for any subsequent
Non-Lifetime Withdrawal (including the amount of any associated Credits)
you made during the one-year period after you elected the benefit.

If the sum of (a) and (b) is greater than your Account Value on the Tenth
Anniversary, we increase your Account Value to equal the sum of (a) and (b),
by contributing funds from our general account. If the sum of (a) and (b) is
less than or equal to your Account Value on the Tenth Anniversary, we make no
such adjustment. The amount that we add to your Account Value under this
provision will be allocated to each of your variable investment options
(including the AST Investment Grade Bond Sub-account), in the same proportion
that each such Sub-account bears to your total Account Value, immediately
before the application of the amount. Any such amount will not be considered a
Purchase Payment when calculating your Protected Withdrawal Value, your death
benefit, or the amount of any optional benefit that you may have selected, and
therefore will have no direct impact on any such values at the time we add
this amount. Because the amount is added to Account Value, it will also be
subject to each charge under your Annuity based on Account Value. This
potential addition to Account Value is available only if you have elected
Highest Daily Lifetime 7 Plus and if you meet the conditions set forth in this
paragraph. Thus, if you take a withdrawal (other than a Non-Lifetime
Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
the Return of Principal Guarantee. The Return of Principal Guarantee is
referred to as the Guaranteed Minimum Account Value Credit in the benefit
rider.

Key Feature - Annual Income Amount under the Highest Daily Lifetime 7 Plus
Benefit
The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the Annuitant
on the date of the first Lifetime Withdrawal after election of the benefit.
The percentages are: 4% for ages 45 - less than 59 1/2, 5% for ages 59 1/2-74,
6% for ages 75-79, 7% for ages 80-84, and 8% for ages 85 and older. Under the
Highest Daily Lifetime 7 Plus benefit, if your cumulative Lifetime Withdrawals
in an Annuity Year are less than or equal to the Annual Income Amount, they
will not reduce your Annual Income Amount in subsequent Annuity Years, but any
such withdrawals will reduce the Annual Income Amount on a dollar-for-dollar
basis in that Annuity Year. If your cumulative Lifetime Withdrawals in an
Annuity Year are in excess of the Annual Income Amount ("Excess Income"), your
Annual Income Amount in subsequent years will be reduced (except with regard
to required minimum distributions for this Annuity that comply with our rules)
by the result of the ratio of the Excess Income to the Account Value
immediately prior to such withdrawal (see examples of this calculation below).
Reductions are based on the actual amount of the withdrawal, including any
CDSC that may apply. Lifetime Withdrawals of any amount up to and including
the Annual Income Amount will reduce the Protected Withdrawal Value by the
amount of the withdrawal. Withdrawals of Excess Income will reduce the
Protected Withdrawal Value by the same ratio as the reduction to the Annual
Income Amount.

Note that if your withdrawal of the Annual Income Amount in a given Annuity
Year exceeds the applicable free withdrawal amount under the Annuity (but is
not considered Excess Income), we will not impose any CDSC on the amount of
that withdrawal.

You may use the Systematic Withdrawal program to make withdrawals of the
Annual Income Amount. Any systematic withdrawal will be deemed a Lifetime
Withdrawal under this benefit.

Any Purchase Payment that you make subsequent to the election of Highest Daily
Lifetime 7 Plus will (i) increase the then-existing Annual Income Amount by an
amount equal to a percentage of the Purchase Payment (including the amount of
any associated Credits) based on the age of the Annuitant at the time of the
first Lifetime Withdrawal (the percentages are: 4% for ages 45 - less than
59 1/2, 5% for ages 59 1/2-74, 6% for ages 75-79, 7% for ages 80-84, and 8%
for ages 85 and older) and (ii) increase the Protected Withdrawal Value by the
amount of the Purchase Payment (including the amount of any associated
Credits).

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
Daily Lifetime 7 Plus. As detailed in this paragraph, the Highest Daily Auto
Step-Up feature can result in a larger Annual Income Amount subsequent to your
first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
immediately after your first Lifetime Withdrawal under the benefit.
Specifically, upon the first such Annuity Anniversary, we identify the Account
Value on each Valuation Day within the immediately preceding Annuity Year
after your first Lifetime Withdrawal. Having identified the highest daily
value (after all daily values have been adjusted for subsequent purchase
payments and withdrawals), we then multiply that value by a percentage that
varies based on the age of the Annuitant on the Annuity Anniversary as of
which the step-up would occur. The percentages are: 4% for ages 45 - less than
59 1/2, 5% for ages 59 1/2-74, 6% for ages 75-79, 7% for ages 80-84, and 8%
for ages 85 and older. If that value exceeds the existing Annual Income
Amount, we replace the existing amount with the new, higher amount. Otherwise,
we leave the existing Annual Income Amount intact. The Account Value on the
Annuity Anniversary is considered the last daily step-up value of the Annuity
Year. All daily valuations and annual step-ups will only occur on a Valuation
Day. In later years (i.e., after the first Annuity Anniversary after the first
Lifetime Withdrawal), we determine whether an automatic step-up should occur
on each Annuity Anniversary, by performing a similar examination of the
Account Values that occurred on Valuation Days during the year. At the time
that we increase your Annual Income Amount, we also increase your Protected
Withdrawal Value to equal the highest daily value upon which your step-up was
based only if that results in an increase to the Protected Withdrawal Value.
Your Protected Withdrawal Value will never be decreased as a result of an
income step-up. If, on the date that we implement a Highest Daily Auto Step-Up
to your Annual Income Amount, the charge for Highest Daily Lifetime 7 Plus has
changed for new purchasers, you may be subject to the new charge at the time
of such step-up. Prior to increasing your charge for Highest Daily Lifetime 7
Plus upon a step-up, we would notify you, and give you the opportunity to
cancel the automatic step-up feature. If you receive notice of a proposed
step-up and accompanying fee increase, you should carefully evaluate whether
the amount of the step-up justifies the increased fee to which you will be
subject.

If you establish a Systematic Withdrawal program, we will not automatically
increase the withdrawal amount when there is an increase to the Annual Income
Amount.

The Highest Daily Lifetime 7 Plus program does not affect your ability to make
withdrawals under your Annuity, or limit your ability to request withdrawals
that exceed the Annual Income Amount. Under Highest Daily Lifetime 7 Plus, if
your cumulative Lifetime Withdrawals in an Annuity Year are less than or equal
to the Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual
Income Amount on a dollar-for-dollar basis in that Annuity Year.

If, cumulatively, you withdraw an amount less than the Annual Income Amount in
any Annuity Year, you cannot carry over the unused portion of the Annual
Income Amount to subsequent Annuity Years.

Because each of the Protected Withdrawal Value and Annual Income Amount is
determined in a way that is not solely related to Account Value, it is
possible for the Account Value to fall to zero, even though the Annual Income
Amount remains.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Highest Daily Lifetime 7
Plus benefit or any other fees and charges. Assume the following for all three
examples:
. The Issue Date is December 1, 2008
. The Highest Daily Lifetime 7 Plus benefit is elected on March 5, 2009
. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 7 Plus benefit.

Example of dollar-for-dollar reductions
On November 24, 2009, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the Annuitant is between the ages of
59 1/2 and 74 at the time of the first Lifetime Withdrawal, the Annual Income
Amount is 5% of the Protected Withdrawal Value, in this case 5% of $120,000).
Assuming $2,500 is withdrawn from the Annuity on this date, the remaining
Annual Income Amount for that Annuity Year (up to and including December 1,
2009) is $3,500. This is the result of a dollar-for-dollar reduction of the
Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions
Continuing the previous example, assume an additional withdrawal of $5,000
occurs on November 27, 2009 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future
Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Account Value immediately prior to the excess withdrawal.
(Note that if there are other future withdrawals in that Annuity Year, each
would result in another proportional reduction to the Annual Income Amount).

Here is the calculation:

Account Value before Lifetime Withdrawal $118,000.00
Less amount of "non" excess withdrawal $ 3,500.00
Account Value immediately before excess withdrawal of $1,500 $114,500.00
Excess withdrawal amount $ 1,500.00
Divided by Account Value immediately before excess withdrawal $114,500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less ratio of 1.31% $ 78.60
Annual Income Amount for future Annuity Years $ 5,921.40

Example of highest daily auto step-up
On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
the appropriate percentage (based on the Annuitant's age on the Annuity
Anniversary) of the highest daily value since your first Lifetime Withdrawal
(or last Annuity Anniversary in subsequent years), adjusted for withdrawals
and additional Purchase Payments, is higher than the Annual Income Amount,
adjusted for excess withdrawals and additional Purchase Payments (including
the amount of any associated Credits).

Continuing the same example as above, the Annual Income Amount for this
Annuity Year is $6,000. However, the excess withdrawal on November 27 reduces
the amount to $5,921.40 for future years (see above). For the next Annuity
Year, the Annual Income Amount will be stepped up if 5% (since the designated
life is younger than 75 on the date of the potential step-up) of the highest
daily Account Value adjusted for withdrawals and Purchase Payments (including
the amount of any associated Credits), is higher than $5,921.40. Here are the
calculations for determining the daily values. Only the November 25 value is
being adjusted for excess withdrawals as the November 30 and December 1
Valuation Days occur after the excess withdrawal on November 26.

Highest Daily Value
(adjusted with Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account Value Payments)** Highest Daily Value)
----- ------------- ----------------------- ------------------------

November 25, 2009 $119,000.00 $ 119,000.00 $5,950.00
November 26, 2009 Thanksgiving Day
November 27, 2009 $113,000.00 $ 113,986.95 $5,699.35
November 30, 2009 $113,000.00 $ 113,986.95 $5,699.35
December 01, 2009 $119,000.00 $ 119,000.00 $5,950.00

** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on November 25, resulting in an adjusted Annual Income Amount
of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:
. The Account Value of $119,000 on November 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in an adjusted Account Value of
$115,500 before the excess withdrawal.
. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the Account
Value immediately preceding the excess withdrawal) resulting in a
Highest Daily Value of $113,986.95.
. The adjusted Annual Income Amount is carried forward to the next
valuation date of November 30. At this time, we compare this amount to
5% of the Account Value on November 30. Since the November 27 adjusted
Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
$113,000), we continue to carry $5,699.35 forward to the next and final
Valuation Date of December 1. The Account Value on December 1 is
$119,000 and 5% of this amount is $5,950. Since this is higher than
$5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

In this example, 5% of the December 1 value results in the highest amount of
$5,950.00. Since this amount is higher than the current year's Annual Income
Amount of $5,921.40 adjusted for excess withdrawals, the Annual Income Amount
for the next Annuity Year, starting on December 2, 2009 and continuing through
December 1, 2010, will be stepped-up to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Highest Daily Lifetime 7 Plus. It is an optional feature of the benefit
that you can only elect at the time of your first withdrawal. The amount of
the Non-Lifetime Withdrawal cannot be more than the amount that would cause
the Annuity to be taken below the minimum Surrender Value after a withdrawal
for your Annuity (See "Access to Account Value" on page 50 or page 43 for XT8
in the prospectus). This Non-Lifetime Withdrawal will not establish your
initial Annual Income Amount and the Periodic Value described above will
continue to be calculated. However, the total amount of the withdrawal will
proportionally reduce all guarantees associated with the Highest Daily
Lifetime 7 Plus benefit. You must tell us if your withdrawal is intended to be
the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal under the
Highest Daily Lifetime 7 Plus benefit. If you don't elect the Non-Lifetime
Withdrawal, the first withdrawal you make will be the first Lifetime
Withdrawal that establishes your Protected Withdrawal Value and Annual Income
Amount. Once you elect to take the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected
Withdrawal Value, the Return of Principal guarantee, and the Periodic Value
guarantees on the tenth, twentieth and twenty-fifth anniversaries of the
benefit effective date, described above, by the percentage the total
withdrawal amount (including any applicable CDSC) represents of the then
current Account Value immediately prior to the withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal. The first partial withdrawal in payment of any third party
investment advisory service from your Annuity also cannot be classified as the
Non-Lifetime Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)
This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges. It is intended to illustrate the
proportional reduction of the Non-Lifetime Withdrawal under this benefit.

Assume the following:
. The Issue Date is December 1, 2008
. The Highest Daily Lifetime 7 Plus benefit is elected on March 5, 2009
. The Account Value at benefit election was $105,000
. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 7 Plus benefit.
. No previous withdrawals have been taken under the Highest Daily Lifetime
7 Plus benefit.

On May 2, 2009, the Protected Withdrawal Value is $125,000, the 10/th/ benefit
year minimum Periodic Value guarantee is $210,000, the 10/th/ benefit year
Return of Principal guarantee is $105,000, the 20/th/ benefit year minimum
Periodic Value guarantee is $420,000, the 25/th/ benefit year minimum Periodic
Value guarantee is $630,000 and the Account Value is $120,000. Assuming
$15,000 is withdrawn from the Annuity on May 2, 2009 and is designated as a
Non-Lifetime Withdrawal, all guarantees associated with the Highest Daily
Lifetime 7 Plus benefit will be reduced by the ratio the total withdrawal
amount represents of the Account Value just prior to the withdrawal being
taken.

Here is the calculation:

Withdrawal Amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio (12.5%)
Protected Withdrawal Value $109,375
10/th/ benefit year Return of Principal $ 91,875
10/th/ benefit year Minimum Periodic Value $183,750
20/th/ benefit year Minimum Periodic Value $367,500
25/th/ benefit year Minimum Periodic Value $551,250

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required
to take as a required minimum distribution for this Annuity, will not reduce
the Annual Income Amount for future years. No additional Annual Income Amounts
will be available in an Annuity Year due to required minimum distributions
unless the required minimum distribution amount is greater than the Annual
Income Amount. Any withdrawal you take that exceeds the Annual Income Amount
in Annuity Years that your required minimum distribution amount is not greater
than the Annual Income Amount will be treated as an Excess Withdrawal under
the benefit. If the required minimum distribution (as calculated by us for
your Annuity and not previously withdrawn in the current calendar year) is
greater than the Annual Income Amount, an amount equal to the remaining Annual
Income Amount plus the difference between the required minimum distribution
amount not previously withdrawn in the current calendar year and the Annual
Income Amount will be available in the current Annuity Year without it being
considered an excess withdrawal. In the event that a required minimum
distribution is calculated in a calendar year that crosses more than one
Annuity Year and you choose to satisfy the entire required minimum
distribution for that calendar year in the next Annuity Year, the distribution
taken in the next Annuity Year will reduce your Annual Income Amount in that
Annuity Year on a dollar for dollar basis. If the required minimum
distribution not taken in the prior Annuity Year is greater than the Annual
Income Amount as guaranteed by the benefit in the current Annuity Year, the
total required minimum distribution amount may be taken without being treated
as an excess withdrawal.

Example - required minimum distributions
The following example is purely hypothetical and is intended to illustrate a
scenario in which the required minimum distribution amount in a given Annuity
Year is greater than the Annual Income Amount.

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
$4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining required minimum distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset
to $5,000) without proportionally reducing all of the guarantees associated
with the Highest Daily Lifetime 7 Plus benefit as described above. The amount
you may withdraw in the subsequent Annuity Year if you choose not to satisfy
the required minimum distribution in the current Annuity Year (assuming the
Annual Income Amount in the subsequent Annuity Year is $5,000) without being
treated as an Excess Withdrawal is $6,000. This withdrawal must comply with
all IRS guidelines in order to satisfy the required minimum distribution for
the current calendar year.

Benefits Under Highest Daily Lifetime 7 Plus

.. To the extent that your Account Value was reduced to zero as a result of
cumulative Lifetime Withdrawals in an Annuity Year that are less than or
equal to the Annual Income Amount or as a result of the fee that we assess
for Highest Daily Lifetime 7 Plus, and amounts are still payable under
Highest Daily Lifetime 7 Plus, we will make an additional payment, if any,
for that Annuity Year equal to the remaining Annual Income Amount for the
Annuity Year. Thus, in that scenario, the remaining Annual Income Amount
would be payable even though your Account Value was reduced to zero. In
subsequent Annuity Years we make payments that equal the Annual Income
Amount as described in this section. We will make payments until the death
of the single designated life. To the extent that cumulative withdrawals in
the Annuity Year that reduced your Account Value to zero are more than the
Annual Income Amount, the Highest Daily Lifetime 7 Plus benefit terminates,
and no additional payments are made. However, if a withdrawal in the latter
scenario was taken to satisfy a required minimum distribution under the
Annuity, then the benefit will not terminate, and we will continue to pay
the Annual Income Amount in subsequent Annuity Years until the death of the
Designated Life.
.. If Annuity payments are to begin under the terms of your Annuity, or if you
decide to begin receiving Annuity payments and there is an Annual Income
Amount due in subsequent Annuity Years, you can elect one of the following
two options:

(1)apply your Account Value to any Annuity option available; or
(2)request that, as of the date Annuity payments are to begin, we make
Annuity payments each year equal to the Annual Income Amount. If this
option is elected, the Annual Income Amount will not increase after
annuity payments have begun. We will make payments until the death of
the single designated life. We must receive your request in a form
acceptable to us at our office.

.. In the absence of an election when mandatory annuity payments are to begin,
we will make annual annuity payments in the form of a single life fixed
annuity with ten payments certain, by applying the greater of the annuity
rates then currently available or the annuity rates guaranteed in your
Annuity. The amount that will be applied to provide such Annuity payments
will be the greater of:

(1)the present value of the future Annual Income Amount payments. Such
present value will be calculated using the greater of the single life
fixed annuity rates then currently available or the single life fixed
annuity rates guaranteed in your Annuity; and
(2)the Account Value.

.. If no Lifetime Withdrawal was ever taken, we will calculate the Annual
Income Amount as if you made your first Lifetime Withdrawal on the date the
annuity payments are to begin.
.. Please note that payments that we make under this benefit after the Annuity
Anniversary coinciding with or next following the annuitant's 95/th/
birthday will be treated as annuity payments.

Other Important Considerations

.. Withdrawals under the Highest Daily Lifetime 7 Plus benefit are subject to
all of the terms and conditions of the Annuity, including any applicable
CDSC for the Non-Lifetime Withdrawal as well as withdrawals that exceed the
Annual Income Amount.
.. Withdrawals made while the Highest Daily Lifetime 7 Plus benefit is in
effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity.

.. You can make withdrawals from your Annuity while your Account Value is
greater than zero without purchasing the Highest Daily Lifetime 7 Plus
benefit. The Highest Daily Lifetime 7 Plus benefit provides a guarantee
that if your Account Value is reduced to zero (subject to our program rules
regarding time and amount of withdrawals), you will be able to receive your
Annual Income Amount in the form of periodic benefit payments.

.. Upon inception of the benefit, 100% of your Account Value must be allocated
to the Permitted Sub-accounts.

.. You cannot allocate Purchase Payments or transfer Account Value to or from
the AST Investment Grade Bond Portfolio Sub-account (see description below)
if you elect this benefit. A summary description of the AST Investment
Grade Bond Portfolio appears within the prospectus section entitled "What
Are The Investment Objectives and Policies of The Portfolios?". Upon the
initial transfer of your Account Value into the AST Investment Grade Bond
Portfolio, we will send a prospectus for

that Portfolio to you, along with your confirmation statement. In addition,
you can find a copy of the AST Investment Grade Bond Portfolio prospectus
by going to www.prudentialannuities.com.
.. Transfers to and from the elected Sub-accounts and the AST Investment Grade
Bond Portfolio Sub-account triggered by the Highest Daily Lifetime 7 Plus
asset transfer program will not count toward the maximum number of free
transfers allowable under an Annuity.

.. We currently limit the Sub-accounts to which you may allocate Account Value
if you participate in this benefit. (See "Investment Options" below and in
the prospectus on page 17 or page 15 for XT8). Moreover, if you are
invested in prohibited investment options and seek to elect the benefit, we
will ask you to reallocate to permitted investment options as a
prerequisite to electing the benefit.

.. The maximum charge for Highest Daily Lifetime 7 Plus is 1.50% annually of
the greater of Account Value and the Protected Withdrawal Value (PWV). The
current charge is 0.75% annually of the greater of Account Value and the
Protected Withdrawal Value. We deduct this fee at the end of each benefit
quarter, where each such quarter is part of a year that begins on the
effective date of the benefit or an anniversary thereafter. Thus, on each
such quarter-end (or the next Valuation Day, if the quarter-end is not a
Valuation Day), we deduct 0.1875% of the greater of the prior day's Account
Value or the prior day's Protected Withdrawal Value at the end of the
quarter. We deduct the fee pro rata from each of your Sub-accounts
including the AST Investment Grade Bond Portfolio Sub-account. Since this
fee is based on the greater of the Account Value or the Protected
Withdrawal Value, the fee for Highest Daily Lifetime 7 Plus may be greater
than it would have been, had it been based on the Account Value alone. If
the fee to be deducted exceeds the Account Value at the benefit quarter, we
will charge the remainder of the Account Value for the benefit and continue
the benefit as described above.

Election of and Designations under the Benefit

For Highest Daily Lifetime 7 Plus, there must be either a single Owner who is
the same as the Annuitant, or if the Annuity is entity owned, there must be a
single natural person Annuitant. In either case, the Annuitant must be at
least 45 years old.

Any change of the Annuitant under the Annuity will result in cancellation of
Highest Daily Lifetime 7 Plus. Similarly, any change of Owner will result in
cancellation of Highest Daily Lifetime 7 Plus, except if (a) the new Owner has
the same taxpayer identification number as the previous owner, (b) ownership
is transferred from a custodian to the Annuitant, or vice versa or
(c) ownership is transferred from one entity to another entity that is
satisfactory to us.

Highest Daily Lifetime 7 Plus can be elected at the time that you purchase
your Annuity or after the Issue Date, subject to our eligibility rules and
restrictions. If you elect Highest Daily Lifetime 7 Plus and terminate it, you
can re-elect it, subject to our current rules. Additionally, if you currently
own an Annuity with a living benefit, you may terminate your existing benefit
rider and elect the benefits offered in this supplement, subject to our
current rules (See "Termination of Existing Benefits and Election of New
Benefits" below on page 30). Please note that if you terminate a living
benefit and elect a new living benefit, you lose the guarantees that you had
accumulated under your existing benefit and will begin the new guarantees
under the new benefit you elect based on your Account Value as of the date the
new benefit becomes active. We reserve the right to waive, change and/or
further limit the election frequency in the future.

Termination of the Benefit
You may terminate Highest Daily Lifetime 7 Plus at any time by notifying us.
If you terminate the benefit, any guarantee provided by the benefit will
terminate as of the date the termination is effective, and certain
restrictions on re-election may apply as described herein. The benefit
automatically terminates: (i) upon your termination of the benefit, (ii) upon
your surrender of the Annuity, (iii) upon your election to begin receiving
annuity payments (although if you have elected to receive the Annual Income
Amount in the form of Annuity payments, we will continue to pay the Annual
Income Amount), (iv) upon our receipt of due proof of the death of the
Annuitant, (v) if both the Account Value and Annual Income Amount equal zero,
or (vi) if you cease to meet our requirements as described in "Election of and
Designations under the Benefit".

Upon termination of Highest Daily Lifetime 7 Plus other than upon the death of
the Annuitant, we impose any accrued fee for the benefit (i.e., the fee for
the pro-rated portion of the year since the fee was last assessed), and
thereafter we cease deducting the charge for the benefit. With regard to your
investment allocations, upon termination we will: (i) leave intact amounts
that are held in the variable investment options, and (ii) transfer all
amounts held in the AST Investment Grade Bond Portfolio Sub-account to your
variable investment options, based on your existing allocation instructions or
(in the absence of such existing instructions) pro rata (i.e. in the same
proportion as the current balances in your variable investment options).

If a surviving spouse elects to continue the Annuity, the Highest Daily
Lifetime 7 Plus benefit terminates. The spouse may elect the benefit subject
to the restrictions discussed above.

How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
Permitted Sub-accounts and the AST Investment Grade Bond Sub-Account
As indicated above, we limit the Sub-accounts to which you may allocate
Account Value if you elect Highest Daily Lifetime 7 Plus. For purposes of this
benefit, we refer to those permitted Sub-accounts as the "Permitted
Sub-accounts". An integral part of Highest Daily Lifetime 7 Plus is the
pre-determined mathematical formula used to transfer Account Value between the
Permitted

Sub-Accounts and a specified bond fund within the Advanced Series Trust (the
"AST Investment Grade Bond Sub-Account"). The AST Investment Grade Bond
Sub-account is available only with this benefit, and thus you may not allocate
Purchase Payments to or make transfers to or from the AST Investment Grade
Bond Sub-account. The mathematical formula monitors your Account Value daily
and, if dictated by the formula, systematically transfers amounts between the
Permitted Sub-accounts you have chosen and the AST Investment Grade Bond
Sub-account. The formula is set forth below.

Speaking generally, the formula, which is applied each Valuation Day, operates
as follows. The formula starts by identifying an income basis for that day and
then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
income amount. Note that 5% is used in the formula irrespective of the
Annuitant's attained age. Then it produces an estimate of the total amount
targeted in our allocation model, based on the projected income amount and
factors set forth in the formula. In the formula, we refer to that value as
the "Target Value" or "L". If you have already made a withdrawal, your
projected income amount (and thus your Target Value) would take into account
any automatic step-up, any subsequent Purchase Payments, and any excess
withdrawals. Next, the formula subtracts from the Target Value the amount held
within the AST Investment Grade Bond Sub-account on that day, and divides that
difference by the amount held within the Permitted Sub-accounts. That ratio,
which essentially isolates the amount of your Target Value that is not offset
by amounts held within the AST Investment Grade Bond Sub-account, is called
the "Target Ratio" or "r". If, on each of three consecutive Valuation Days,
the Target Ratio is greater than 83% but less than or equal to 84.5%, the
formula will, on such third Valuation Day, make a transfer from the Permitted
Sub-accounts in which you are invested (subject to the 90% cap discussed
below) to the AST Investment Grade Bond Sub-account. Once a transfer is made,
the three consecutive Valuation Days begin again. If, however, on any
Valuation Day, the Target Ratio is above 84.5%, it will make a transfer from
the Permitted Sub-accounts (subject to the 90% cap) to the AST Investment
Grade Bond Sub-account. If the Target Ratio falls below 78% on any Valuation
Day, then a transfer from the AST Investment Grade Bond Sub-account to the
Permitted Sub-accounts will occur.

The formula will not execute a transfer to the AST Investment Grade Bond
Sub-account that results in more than 90% of your Account Value being
allocated to the AST Investment Grade Bond Sub-account ("90% cap"). Thus, on
any Valuation Day, if the formula would require a transfer to the AST
Investment Grade Bond Sub-account that would result in more than 90% of the
Account Value being allocated to the AST Investment Grade Bond Sub-account,
only the amount that results in exactly 90% of the Account Value being
allocated to the AST Investment Grade Bond Sub-account will be transferred.
Additionally, future transfers into the AST Investment Grade Bond Sub-account
will not be made (regardless of the performance of the AST Investment Grade
Bond Sub-account and the Permitted Sub-accounts) at least until there is first
a transfer out of the AST Investment Grade Bond Sub-account. Once this
transfer occurs out of the AST Investment Grade Bond Sub-account, future
amounts may be transferred to or from the AST Investment Grade Bond
Sub-account if dictated by the formula (subject to the 90% cap). At no time
will the formula make a transfer to the AST Investment Grade Bond Sub-account
that results in greater than 90% of your Account Value being allocated to the
AST Investment Grade Bond Sub-account. However, it is possible that, due to
the investment performance of your allocations in the AST Investment Grade
Bond Sub-account and your allocations in the Permitted Sub-accounts you have
selected, your Account Value could be more than 90% invested in the AST
Investment Grade Bond Sub-account.

. March 19, 2009 - a transfer is made to the AST Investment Grade Bond
Sub-account that results in the 90% cap being met and now $90,000 is
allocated to the AST Investment Grade Bond Sub-account and $10,000 is
allocated to the Permitted Sub-accounts.

. March 20, 2009 - you make an additional purchase payment of $10,000. No
transfers have been made from the AST Investment Grade Bond Sub-account
to the Permitted Sub-accounts since the cap went into effect on
March 19, 2009.
. On March 20, 2009 (and at least until first a transfer is made out of
the AST Investment Grade Bond Sub-account under the formula) - the
$10,000 payment is allocated to the Permitted Sub-accounts and on this
date you have 82% in the AST Investment Grade Bond Sub-account and 18%
in the Permitted Sub-accounts (such that $20,000 is allocated to the
Permitted Sub-accounts and $90,000 to the AST Investment Grade Bond
Sub-account).
. Once there is a transfer out of the AST Investment Grade Bond
Sub-account (of any amount), the formula will operate as described
above, meaning that the formula could transfer amounts to or from the
AST Investment Grade Bond Sub-account if dictated by the formula
(subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into existence and be
removed multiple times while you participate in the benefit. We will continue
to monitor your Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account as dictated by the
mathematical formula. As you can glean from the formula, poor or flat
investment performance of your Account Value may result in a transfer of a
portion of your Account Value in the Permitted Sub-accounts to the AST
Investment Grade Bond Sub-account

because such poor investment performance will tend to increase the Target
Ratio. Because the amount allocated to the AST Investment Grade Bond
Sub-account and the amount allocated to the Permitted Sub-accounts each is a
variable in the formula, the investment performance of each affects whether a
transfer occurs for your Annuity. In deciding how much to transfer, we use
another formula, which essentially seeks to re-balance amounts held in the
Permitted Sub-accounts and the AST Investment Grade Bond Sub-account so that
the Target Ratio meets a target, which currently is equal to 80%. Once you
elect Highest Daily Lifetime 7 Plus, the values we use to compare to the
Target Ratio will be fixed. For newly-issued Annuities that elect Highest
Daily Lifetime 7 Plus and existing Annuities that elect Highest Daily Lifetime
7 Plus in the future, however, we reserve the right to change such values.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
Anniversary does not fall on a Valuation Day, the next Valuation Day will be
used), following all of the above described daily calculations, a transfer may
be made from the AST Investment Grade Bond Sub-account to the Permitted
Sub-accounts. Any such transfer will be based on your existing allocation
instructions or (in the absence of such existing instructions) pro rata (i.e.
in the same proportion as the current balances in your variable investment
options). This transfer will automatically occur provided that the Target
Ratio, as described above, would be less than 83% after the transfer. The
formula will not execute a transfer if the Target Ratio after this transfer
would occur would be greater than or equal to 83%.

The amount of the transfer will be equal to the lesser of:

a) The total value of all your Account Value in the AST Investment Grade Bond
Sub-account, or
b) An amount equal to 5% of your total Account Value.

While you are not notified when your Annuity reaches a transfer trigger under
the formula, you will receive a confirmation statement indicating the transfer
of a portion of your Account Value either to or from the AST Investment Grade
Bond Sub-account. The formula by which the transfer operates is designed
primarily to mitigate some of the financial risks that we incur in providing
the guarantee under Highest Daily Lifetime 7 Plus. Depending on the results of
the calculations of the mathematical formula, we may, on any Valuation Day:

. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or

. If a portion of your Account Value was previously allocated to the AST
Investment Grade Bond Sub-account, transfer all or a portion of those
amounts to the Permitted Sub-accounts, based on your existing allocation
instructions or (in the absence of such existing instructions) pro rata
(i.e., in the same proportion as the current balances in your variable
investment options); or
. Transfer a portion of your Account Value in the Permitted Sub-accounts
pro rata to the AST Investment Grade Bond Sub-account.

The amount and timing of transfers to and from the AST Investment Grade Bond
Sub-account pursuant to the mathematical formula depends upon a number of
factors unique to your Annuity (and is not necessarily directly correlated
with the securities markets, bond markets, or interest rates, in general)
including:

. The difference between your Account Value and your Protected Withdrawal
Value;
. How long you have owned Highest Daily Lifetime 7 Plus or Spousal Highest
Daily Lifetime 7 Plus;
. The performance of the Permitted Sub-accounts you have chosen;
. The performance of the AST Investment Grade Bond Sub-account;
. The amount allocated to each of the Permitted Sub-accounts you have
chosen;
. The amount allocated to the AST Investment Grade Bond Sub-account;
. Additional Purchase Payments, if any, you make to your Annuity; and
. Withdrawals, if any, you take from your Annuity (withdrawals are taken
pro rata from your Account Value).

At any given time, some, most or none of your Account Value will be allocated
to the AST Investment Grade Bond Sub-account, as dictated by the formula.

The more of your Account Value allocated to the AST Investment Grade Bond
Sub-account under the formula, the greater the impact of the performance of
that Sub-account in determining whether (and how much) your Account Value is
transferred back to the Permitted Sub-accounts. Further, it is possible under
the formula that, if a significant portion of your Account Value is allocated
to the AST Investment Grade Bond Sub-account and that Sub-account has good
performance but the performance of your Permitted Sub-accounts is negative,
that the formula might transfer your Account Value to the Permitted
Sub-accounts. Similarly, the more you have allocated to the Permitted
Sub-accounts, the greater the impact of the performance of those Permitted
Sub-accounts will have on any transfer to the AST Investment Grade Bond
Sub-account.

If you make additional Purchase Payments to your Annuity, they will be
allocated according to your allocation instructions. Once they are allocated
to your Annuity, they will also be subject to the mathematical formula
described above and therefore may be transferred to the AST Investment Grade
Bond Portfolio, if dictated by the formula.

Any Account Value in the AST Investment Grade Bond Sub-account will not be
available to participate in the investment experience of the Permitted
Sub-accounts regardless of whether there is a subsequent Sub-account decline
or recovery until it is transferred out of the AST Investment Grade Bond
Sub-account.

TRANSFER FORMULA FOR HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT AND SPOUSAL
HIGHEST DAILY LIFETIME 7 PLUS INCOME BENEFIT

(including Highest Daily Lifetime 7 Plus with BIO, Highest Daily Lifetime 7
Plus with LIA and Spousal Highest Daily Lifetime 7 Plus with BIO)

TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND THE AST
INVESTMENT GRADE BOND SUB-ACCOUNT

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:
. C\\u\\ - the upper target is established on the effective date of the
Highest Daily Lifetime 7 Plus/Spousal Highest Daily Lifetime 7 Plus
benefit (the "Effective Date") and is not changed for the life of the
guarantee. Currently, it is 83%.

. Cu\\s\\ - the secondary upper target is established on the effective
date of the Highest Daily Lifetime 7 Plus/Spousal Highest Daily Lifetime
7 Plus benefit (the "Effective Date") and is not changed for the life of
the guarantee. Currently it is 84.5%

. Ct - the target is established on the Effective Date and is not changed
for the life of the guarantee. Currently, it is 80%.

. C\\l\\ - the lower target is established on the Effective Date and is
not changed for the life of the guarantee. Currently, it is 78%.

. L - the target value as of the current Valuation Day.

. r - the target ratio.

. a - factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life of
the guarantee.

. V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

. V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.

. B - the total value of the AST Investment Grade Bond Portfolio
Sub-account.

. P - Income Basis. Prior to the first Lifetime Withdrawal, the Income
Basis is equal to the Protected Withdrawal Value calculated as if the
first Lifetime Withdrawal were taken on the date of calculation. After
the first Lifetime Withdrawal, the Income Basis is equal to the greater
of (1) the Protected Withdrawal Value on the date of the first Lifetime
Withdrawal, increased for additional Purchase Payments, including the
amount of any associated Credits, and adjusted proportionally for excess
withdrawals*, and (2) any highest daily Account Value occurring on or
after the date of the first Lifetime Withdrawal and prior to or
including the date of this calculation increased for additional Purchase
Payments including the amount of any associated Credits, and adjusted
for Lifetime Withdrawals.

. T - the amount of a transfer into or out of the AST Investment Grade
Bond Portfolio Sub-account.

. T\\M\\ - the amount of a monthly transfer out of the AST Investment
Grade Bond Portfolio.

* Note: Lifetime Withdrawals of less than or equal to the Annual Income
Amount do not reduce the Income Basis.

Daily Calculations

TARGET VALUE CALCULATION:
On each Valuation Day, a target value (L) is calculated, according to the
following formula. If the variable Account Value (V\\V\\ + V\\F\\) is equal to
zero, no calculation is necessary.

L = 0.05 * P * a

Transfer Calculation:
The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines when a transfer is required:

Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

. If on the third consecutive Valuation Day r (greater than) Cu and r
(less or =) Cu\\s\\ or if on any day r (greater than) Cu\\s\\, and
subject to the 90% cap rule described above, assets in the Permitted
Sub-accounts are transferred to the AST Investment Grade Bond
Portfolio Sub-account.

. If r (less than) C\\l\\, and there are currently assets in the AST
Investment Grade Bond Portfolio Sub-account (B (greater than) 0),
assets in the AST Investment Grade Bond Portfolio Sub-account are
transferred to the Permitted Sub-accounts according to most recent
allocation instructions.

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines the transfer amount:

T = Min(MAX(0, (0.90*(V\\V\\ + V\\F\\ + B)) - B), Money is transferred from the Permitted Sub-accounts
[L -B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\) and Fixed Rate Options to the AST Investment Grade
Bond Sub-account
T = {Min(B, - [L - B - (V\\V\\ + V\\F\\)* C\\t\\] / (1 - C\\t\\))} Money is transferred from the AST Investment Grade
Bond Sub-account to the Permitted Sub-accounts

Money is transferred from the Permitted Sub-accounts
and Fixed Rate Options to the AST Investment Grade
Bond Sub-account
Money is transferred from the AST Investment Grade
Bond Sub-account to the Permitted Sub-accounts

Monthly Calculation
On each monthly anniversary of the Annuity Issue Date and following the daily
Transfer Calculation above, the following formula determines if a transfer
from the AST Investment Grade Bond Sub-account to the Permitted Sub-Accounts
will occur:

If, after the daily Transfer Calculation is performed,

{Min(B, .05*(V\\V\\ + V\\F\\ + B))} (less than) (Cu*(V\\V\\ + V\\F\\) - L + B)
/ (1 - C\\u\\), then

T\\M\\ = {Min(B, .05*(V\\v\\ + V\\F\\ +B))} Money is transferred from the AST Investment
Grade Bond Sub-account to the Permitted Sub-
accounts.

"a" Factors for Liability Calculations
(in Years and Months since Benefit Effective Date)*

Months
Years 1 2 3 4 5 6 7 8 9 10 11 12
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

1 15.34 15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
2 14.91 14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
3 14.47 14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
4 14.04 14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
5 13.60 13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
6 13.15 13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
7 12.71 12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
8 12.26 12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
9 11.82 11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
10 11.38 11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
11 10.94 10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
12 10.50 10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
13 10.07 10.04 10.00 9.96 9.93 9.89 9.86 9.82 9.79 9.75 9.71 9.68
14 9.64 9.61 9.57 9.54 9.50 9.47 9.43 9.40 9.36 9.33 9.29 9.26
15 9.22 9.19 9.15 9.12 9.08 9.05 9.02 8.98 8.95 8.91 8.88 8.84
16 8.81 8.77 8.74 8.71 8.67 8.64 8.60 8.57 8.54 8.50 8.47 8.44
17 8.40 8.37 8.34 8.30 8.27 8.24 8.20 8.17 8.14 8.10 8.07 8.04
18 8.00 7.97 7.94 7.91 7.88 7.84 7.81 7.78 7.75 7.71 7.68 7.65
19 7.62 7.59 7.55 7.52 7.49 7.46 7.43 7.40 7.37 7.33 7.30 7.27
20 7.24 7.21 7.18 7.15 7.12 7.09 7.06 7.03 7.00 6.97 6.94 6.91
21 6.88 6.85 6.82 6.79 6.76 6.73 6.70 6.67 6.64 6.61 6.58 6.55
22 6.52 6.50 6.47 6.44 6.41 6.38 6.36 6.33 6.30 6.27 6.24 6.22
23 6.19 6.16 6.13 6.11 6.08 6.05 6.03 6.00 5.97 5.94 5.92 5.89
24 5.86 5.84 5.81 5.79 5.76 5.74 5.71 5.69 5.66 5.63 5.61 5.58
25 5.56 5.53 5.51 5.48 5.46 5.44 5.41 5.39 5.36 5.34 5.32 5.29
26 5.27 5.24 5.22 5.20 5.18 5.15 5.13 5.11 5.08 5.06 5.04 5.01
27 4.99 4.97 4.95 4.93 4.91 4.88 4.86 4.84 4.82 4.80 4.78 4.75
28 4.73 4.71 4.69 4.67 4.65 4.63 4.61 4.59 4.57 4.55 4.53 4.51
29 4.49 4.47 4.45 4.43 4.41 4.39 4.37 4.35 4.33 4.32 4.30 4.28
30 4.26 4.24 4.22 4.20 4.18 4.17 4.15 4.13 4.11 4.09 4.07 4.06**

* The values set forth in this table are applied to all ages.
** In all subsequent years and months thereafter, the annuity factor is 4.06

Additional Tax Considerations

If you purchase an annuity as an investment vehicle for "qualified"
investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
employer plan under Code Section 401(a), the required minimum distribution
rules under the Code provide that you begin receiving periodic amounts from
your annuity beginning after age 70 1/2. For a Tax Sheltered Annuity or a
401(a) plan for which the participant is not a greater than five (5) percent
owner of the employer, this required beginning date can generally be deferred
to retirement, if later. Roth IRAs are not subject to these rules during the
owner's lifetime. The amount required under the Code may exceed the Annual
Income Amount, which will cause us to increase the Annual Income Amount in any
Annuity Year that required minimum distributions due from your Annuity are
greater than such amounts. In addition, the amount and duration of payments
under the annuity payment and death benefit provisions may be adjusted so that
the payments do not trigger any penalty or excise taxes due to tax
considerations such as required minimum distribution provisions under the tax
law. Please note, however, that any withdrawal (except the Non-Lifetime
Withdrawal) you take prior to the Tenth Anniversary, even if withdrawn to
satisfy required minimum distribution rules, will cause you to lose the
ability to receive the Return of Principal Guarantee and the guaranteed amount
described above under "Key Feature - Protected Withdrawal Value".

As indicated, withdrawals made while this benefit is in effect will be
treated, for tax purposes, in the same way as any other withdrawals under the
Annuity. Please see the Tax Considerations section of the prospectus for a
detailed discussion of the tax treatment of withdrawals. We do not address
each potential tax scenario that could arise with respect to this benefit
here. However, we do note that if you participate in Highest Daily Lifetime 7
Plus through a non-qualified annuity, as with all withdrawals, once all
Purchase Payments are returned under the Annuity, all subsequent withdrawal
amounts will be taxed as ordinary income.

Highest Daily Lifetime 7 Plus with Beneficiary Income Option/SM/
We offer an optional death benefit feature under Highest Daily Lifetime 7
Plus, the amount of which is linked to your Annual Income Amount. We refer to
this optional death benefit as the Beneficiary Income Option or BIO. This
version is only being made available in those jurisdictions where we have
received regulatory approval and will be offered subsequently in other
jurisdictions when we receive regulatory approval in those jurisdictions. You
may choose Highest Daily Lifetime 7 Plus with or without also selecting the
Beneficiary Income Option death benefit. However, you may not elect the
Beneficiary Income Option without Highest Daily Lifetime 7 Plus and you must
elect the Beneficiary Income Option death benefit at the time you elect
Highest Daily Lifetime 7 Plus. If you elect Highest Daily Lifetime 7 Plus
without the Beneficiary Income Option and would like to add the feature later,
you must terminate the Highest Daily Lifetime 7 Plus benefit and elect the
Highest Daily Lifetime 7 Plus with Beneficiary Income Option (subject to
availability and benefit re-election provisions). Please note that if you
terminate Highest Daily Lifetime 7 Plus and elect the Highest Daily Lifetime 7
Plus with BIO you lose the guarantees that you had accumulated under your
existing benefit and will begin the new guarantees under the new benefit you
elect based on your Account Value as of the date the new benefit becomes
active. As long as your Highest Daily Lifetime 7 Plus with Beneficiary Income
Option is in effect, you must allocate your Account Value in accordance with
the then permitted and available investment option(s) with this program.

If you elect this death benefit, you may not elect any other optional benefit.
You may elect the Beneficiary Income Option death benefit so long as the
Annuitant is no older than age 75 at the time of election and meet the Highest
Daily Lifetime 7 Plus age requirements. For purposes of this optional death
benefit, we calculate the Annual Income Amount and Protected Withdrawal Value
in the same manner that we do under Highest Daily Lifetime 7 Plus itself.
However, we will stop determining the Periodic Value (as described above) on
the earlier of your first Lifetime Withdrawal after the effective date of the
benefit or the Tenth Anniversary Date. This means that under the Highest Daily
Lifetime 7 Plus with BIO benefit you will not be eligible for the guaranteed
minimum Periodic Values described above on the 20/th/ and 25/th/ Anniversary
of the Benefit Effective Date. If you choose the Highest Daily Lifetime 7 Plus
with BIO, the maximum charge is 2.00% of the greater of Account Value and the
Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
annually of the greater of the Account Value and the PWV. We deduct this
charge at the end of each benefit quarter, where each such quarter is part of
a year that begins on the effective date of the benefit or an anniversary
thereafter. Thus, on each such quarter-end (or the next Valuation Day, if the
quarter-end is not a Valuation Day), we deduct 0.275% of the greater of the
prior day's Account Value or the prior day's Protected Withdrawal Value at the
end of the quarter. We deduct the fee pro rata from each of your Sub-accounts
including the AST Investment Grade Bond Sub-account. Because the fee for this
benefit is based on the greater of the Account Value or the Protected
Withdrawal Value, the fee for Highest Daily Lifetime 7 Plus with the
Beneficiary Income Option may be greater than it would have been based on the
Account Value alone. If the fee to be deducted exceeds the current Account
Value, we will reduce the Account Value to zero and, continue the benefit as
described below.

Upon a death that triggers payment of a death benefit under the Annuity, we
identify the following amounts: (a) the amount of the basic death benefit
under the Annuity, (b) the Protected Withdrawal Value (less any Credits
associated with Purchase Payments applied within 12 months prior to the date
of death), and (c) the Annual Income Amount. If there were no Lifetime
Withdrawals prior to the date of death, then we calculate the Protected
Withdrawal Value for purposes of this death benefit as of the date of death,
and we calculate the Annual Income Amount as if there were a withdrawal on the
date of death. If there were Lifetime Withdrawals prior to the date of death,
then we set the Protected Withdrawal Value and Annual Income Amount for
purposes of this death benefit as of the date that we receive due proof of
death.

If there is one beneficiary, he/she must choose to receive either the basic
death benefit (in a lump sum or other permitted form of distribution) or the
Beneficiary Income Option death benefit (in the form of periodic payments of
the Annual Income Amount - such payments may be annual or at other intervals
that we permit). If there are multiple beneficiaries, each beneficiary is
presented with the same choice. Each beneficiary can choose to take his/her
portion of either (a) the basic death benefit, or (b) the Beneficiary Income
Option death benefit. In order to receive the Beneficiary Income Option death
benefit, each beneficiary's share of the death benefit proceeds must be
allocated as a percentage of the total death benefit to be paid. We allow a
beneficiary who has opted to receive the Annual Income Amount to designate
another beneficiary, who would receive any remaining payments upon the former
beneficiary's death. Note also that the final payment, exhausting the
Protected Withdrawal Value, may be less than the Annual Income Amount.

Here is an example to illustrate how the death benefit may be paid:

.. Assume that (i) the basic death benefit is $50,000, the Protected
Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
(ii) there are two beneficiaries (the first designated to receive 75% of
the death benefit and the second designated to receive 25% of the death
benefit); (iii) the first beneficiary chooses to receive his/her portion of
the death benefit in the form of the Annual Income Amount, and the second
beneficiary chooses to receive his/her portion of the death benefit with
reference to the basic death benefit.
.. Under those assumptions, the first beneficiary will be paid a pro-rated
portion of the Annual Income Amount for 20 years (the 20 year pay out
period is derived from the $5,000 Annual Income Amount, paid each year
until it exhausts the entire $100,000 Protected Withdrawal Value). The
pro-rated portion of the Annual Income Amount, equal to $3,750 annually
(i.e., the first beneficiary's 75% share multiplied by $5,000), is then
paid each year for the 20 year period. Payment of $3,750 for 20 years
results in total payments of $75,000 (i.e., the first beneficiary's 75%
share of the $100,000 Protected Withdrawal Value). The second beneficiary
would receive 25% of the basic death benefit amount (or $12,500).

If you elect to terminate Highest Daily Lifetime 7 Plus with Beneficiary
Income Option, both Highest Daily Lifetime 7 Plus and that death benefit
option will be terminated. You may not terminate the death benefit option
without terminating the entire benefit. If you terminate Highest Daily
Lifetime 7 Plus with Beneficiary Income Option, your ability to elect other
optional living benefits will be affected as indicated in the "Election of and
Designations under the Benefit" section above.

Highest Daily Lifetime 7 Plus with Lifetime Income Accelerator/SM/.
We offer another version of Highest Daily Lifetime 7 Plus that we call Highest
Daily Lifetime 7 Plus with Lifetime Income Accelerator ("Highest Daily
Lifetime 7 Plus with LIA"). This version is only being offered in those
jurisdictions where we have received regulatory approval and will be offered
subsequently in other jurisdictions when we receive regulatory approval in
those jurisdictions. You may choose Highest Daily Lifetime 7 Plus with or
without also electing LIA, however you may not elect LIA without Highest Daily
Lifetime 7 Plus and you must elect the LIA benefit at the time you elect
Highest Daily Lifetime 7 Plus. If you elect Highest Daily Lifetime 7 Plus
without LIA and would like to add the feature later, you must terminate the
Highest Daily Lifetime 7 Plus benefit and elect the Highest Daily Lifetime 7
Plus with LIA (subject to availability and benefit re-election provisions).
Please note that if you terminate Highest Daily Lifetime 7 Plus and elect the
Highest Daily Lifetime 7 Plus with LIA you lose the guarantees that you had
accumulated under your existing benefit and will begin the new guarantees
under the new benefit you elect based on your Account Value as of the date the
new benefit becomes active. Highest Daily Lifetime 7 Plus with LIA is offered
as an alternative to other lifetime withdrawal options. If you elect this
benefit, you may not elect any other optional benefit. As long as your Highest
Daily Lifetime 7 Plus with LIA benefit is in effect, you must allocate your
Account Value in accordance with the then permitted and available investment
option(s) with this program. The income benefit under Highest Daily Lifetime 7
Plus with LIA currently is based on a single "designated life" who is between
the ages of 45 and 75 on the date that the benefit is elected. All terms and
conditions of Highest Daily Lifetime 7 Plus apply to this version of the
benefit, except as described herein.

Highest Daily Lifetime 7 Plus with LIA is not long-term care insurance and
should not be purchased as a substitute for long-term care insurance. The
income you receive through the Lifetime Income Accelerator may be used for any
purpose, and it may or may not be sufficient to address expenses you may incur
for long-term care. You should seek professional advice to determine your
financial needs for long-term care.

Highest Daily Lifetime 7 Plus with LIA guarantees, until the death of the
single designated life, the ability to withdraw an amount equal to double the
Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
conditions set forth below. If you choose the Highest Daily Lifetime 7 Plus
with LIA, the maximum charge is 2.00% of the greater of Account Value and the
Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
annually of the greater of Account Value and the PWV. We deduct this charge at
the end of each benefit quarter, where each such quarter is part of a year
that begins on the effective date of the benefit or an anniversary thereafter.
Thus, on each such quarter-end (or the next Valuation Day, if the quarter-end
is not a Valuation Day), we deduct 0.275% of the greater of the prior day's
Account Value, or the prior day's Protected Withdrawal Value at the end of the
quarter. We deduct the fee pro rata from each of your Sub-accounts including
the AST Investment Grade Bond Sub-account. Since this fee is based on the
greater of Account Value or the Protected Withdrawal Value,

the fee for Highest Daily Lifetime 7 Plus with LIA may be greater than it
would have been, had it been based on the Account Value alone. If the fee to
be deducted exceeds the current Account Value, we will reduce the Account
Value to zero, and continue the benefit as described below.

If this benefit is being elected on an Annuity held as a 403(b) plan, then in
addition to meeting the eligibility requirements listed below for the LIA
Amount you must separately qualify for distributions from the 403(b) plan
itself.

Eligibility Requirements for LIA Amount. Both a waiting period of 36 months
from the benefit effective date, and an elimination period of 120 days, from
the date of notification that one or both of the requirements described
immediately below have been met, apply before you can become eligible for the
LIA Amount. Assuming the 36 month waiting period has been met and we have
received the notification referenced in the immediately preceding sentence,
the LIA amount would be available for withdrawal on the Valuation Day
immediately after the 120/th/ day. The waiting period and the elimination
period may run concurrently. In addition to satisfying the waiting and
elimination period, at least one of the following requirements ("LIA
conditions") must be met.

(1)The designated life is confined to a qualified nursing facility. A
qualified nursing facility is a facility operated pursuant to law or any
state licensed facility providing medically necessary in-patient care which
is prescribed by a licensed physician in writing and based on physical
limitations which prohibit daily living in a non-institutional setting.
(2)The designated life is unable to perform two or more basic abilities of
caring for oneself or "activities of daily living." We define these basic
abilities as:

i. Eating: Feeding oneself by getting food into the body from a receptacle
(such as a plate, cup or table) or by a feeding tube or intravenously.
ii.Dressing: Putting on and taking off all items of clothing and any
necessary braces, fasteners or artificial limbs.
iii.Bathing: Washing oneself by sponge bath; or in either a tub or shower,
including the task of getting into or out of the tub or shower.
iv.Toileting: Getting to and from the toilet, getting on and off the
toilet, and performing associated personal hygiene.
v. Transferring: Moving into or out of a bed, chair or wheelchair.
vi.Continence: Maintaining control of bowel or bladder function; or when
unable to maintain control of bowel or bladder function, the ability to
perform personal hygiene (including caring for catheter or colostomy
bag).

You must notify us when the LIA conditions have been met. If, when we receive
such notification, there are more than 120 days remaining until the end of the
waiting period described above, you will not be eligible for the LIA Amount.
If there are 120 days or less remaining until the end of the waiting period
when we receive notification that the LIA conditions are met, we will
determine eligibility for the LIA Amount through our then current
administrative process, which may include, but is not limited to,
documentation verifying the LIA conditions and/or an assessment by a third
party of our choice. Such assessment may be in person and we will assume any
costs associated with the aforementioned assessment. Once eligibility is
determined, the LIA Amount is equal to double the Annual Income Amount as
described above under the Highest Daily Lifetime 7 Plus benefit.

Additionally, once eligibility is determined, we will reassess your
eligibility on an annual basis although your LIA benefit for the year that
immediately precedes our reassessment will not be affected if it is determined
that you are no longer eligible. Your first reassessment may occur in the same
year as your initial assessment. If we determine that you are no longer
eligible to receive the LIA Amount, upon the next Annuity Anniversary the
Annual Income Amount would replace the LIA Amount. There is no limit on the
number of times you can become eligible for the LIA Amount, however, each time
would require the completion of the 120-day elimination period, notification
that the designated life meets the LIA conditions, and determination, through
our then current administrative process, that you are eligible for the LIA
Amount, each as described above.

LIA amount at the first Lifetime Withdrawal. If your first Lifetime Withdrawal
subsequent to election of Highest Daily Lifetime 7 Plus with LIA occurs while
you are eligible for the LIA Amount, the available LIA Amount is equal to
double the Annual Income Amount.

LIA amount after the First Lifetime Withdrawal. If you become eligible for the
LIA Amount after you have taken your first Lifetime Withdrawal, the available
LIA amount for the current and subsequent Annuity Years is equal to double the
then current Annual Income Amount, however the available LIA amount in the
current Annuity Year is reduced by any Lifetime Withdrawals that have been
taken in the current Annuity Year. Cumulative Lifetime Withdrawals in an
Annuity Year which are less than or equal to the LIA Amount (when eligible for
the LIA amount) will not reduce your LIA Amount in subsequent Annuity Years,
but any such withdrawals will reduce the LIA Amount on a dollar-for-dollar
basis in that Annuity Year.

Withdrawals In Excess of the LIA amount. If your cumulative Lifetime
Withdrawals in an Annuity Year are in excess of the LIA Amount when you are
eligible ("Excess Withdrawal"), your LIA Amount in subsequent years will be
reduced (except with regard to required minimum distributions) by the result
of the ratio of the excess portion of the withdrawal to the Account Value
immediately prior to the Excess Withdrawal. Reductions include the actual
amount of the withdrawal, including any CDSC that

may apply. Withdrawals of any amount (excluding the Non-Lifetime Withdrawal)
up to and including the LIA Amount will reduce the Protected Withdrawal Value
by the amount of the withdrawal. Excess Withdrawals will reduce the Protected
Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
withdrawals that are less than or equal to the LIA amount (when eligible) but
in excess of the free withdrawal amount available under this Annuity will not
incur a CDSC.

Withdrawals are not required. However, subsequent to the first Lifetime
Withdrawal, the LIA Amount is not increased in subsequent Annuity Years if you
decide not to take a withdrawal in an Annuity Year or take withdrawals in an
Annuity Year that in total are less than the LIA Amount.

Purchase Payments. If you are eligible for the LIA Amount as described under
"Eligibility Requirements for LIA Amount" and you make an additional Purchase
Payment, we will increase your LIA Amount by double the amount we add to your
Annual Income Amount.

Step Ups. If your Annual Income Amount is stepped up, your LIA Amount will be
stepped up to equal double the stepped up Annual Income Amount.

Guarantee Payments. If your Account Value is reduced to zero as a result of
cumulative withdrawals that are equal to or less than the LIA Amount when you
are eligible, or as a result of the fee that we assess for Highest Daily
Lifetime 7 Plus with LIA, and there is still a LIA Amount available, we will
make an additional payment for that Annuity Year equal to the remaining LIA
Amount. Thus, in that scenario, the remaining LIA Amount would be payable even
though your Account Value was reduced to zero. In subsequent Annuity Years we
make payments that equal the LIA Amount as described in this section. We will
make payments until the death of the single designated life. Should the
designated life no longer qualify for the LIA amount (as described under
"Eligibility Requirements for LIA Amount" above), the Annual Income Amount
would continue to be available. Subsequent eligibility for the LIA Amount
would require the completion of the 120 day elimination period as well as
meeting the LIA conditions listed above under "Eligibility Requirements for
LIA Amount". To the extent that cumulative withdrawals in the current Annuity
Year that reduce your Account Value to zero are more than the LIA Amount
(except in the case of required minimum distributions), Highest Daily Lifetime
7 Plus with LIA terminates, and no additional payments are made.

Annuity Options. In addition to the Highest Daily Lifetime 7 Plus Annuity
Options described above, after the Tenth Anniversary you may also request that
we make annuity payments each year equal to the Annual Income Amount. In any
year that you are eligible for the LIA Amount, we make annuity payments equal
to the LIA Amount. If you would receive a greater payment by applying your
Account Value to receive payments for life under your Annuity, we will pay the
greater amount. Annuitization prior to the Tenth Anniversary will forfeit any
present or future LIA amounts. We will continue to make payments until the
death of the Designated Life. If this option is elected, the Annual Income
Amount and LIA Amount will not increase after annuity payments have begun.

If you elect Highest Daily Lifetime 7 with LIA, and never meet the eligibility
requirements you will not receive any additional payments based on the LIA
Amount.

SPOUSAL HIGHEST DAILY LIFETIME 7 PLUS/SM/ INCOME BENEFIT (SHD7 Plus)/SM/

Spousal Highest Daily Lifetime 7 Plus is the spousal version of Highest Daily
Lifetime 7 Plus. This version is only being offered in those jurisdictions
where we have received regulatory approval and will be offered subsequently in
other jurisdictions when we receive regulatory approval in those
jurisdictions. Currently, if you elect Spousal Highest Daily Lifetime 7 Plus
and subsequently terminate the benefit, you may elect another lifetime
withdrawal benefit, subject to our current rules. See "Termination of Existing
Benefits and Election New Benefits". Please note that if you terminate Spousal
Highest Daily Lifetime 7 Plus and elect another benefit, you lose the
guarantees that you had accumulated under your existing benefit and will begin
the new guarantees under the new benefit you elect based on your Account Value
as of the date the new benefit becomes active. Spousal Highest Daily Lifetime
7 Plus must be elected based on two Designated Lives, as described below. The
youngest Designated Life must be at least 50 years old and the oldest
Designated Life must be at least 55 years old when the benefit is elected.
Spousal Highest Daily Lifetime 7 Plus is not available if you elect any other
optional benefit. As long as your Spousal Highest Daily Lifetime 7 Plus
Benefit is in effect, you must allocate your Account Value in accordance with
the then permitted and available investment option(s) with this program. For a
more detailed description of permitted investment options, see the "Investment
Options" section below and in your prospectus on page 16 or page 14 for XT8.

We offer a benefit that guarantees until the later death of two natural
persons who are each other's spouses at the time of election of the benefit
and at the first death of one of them (the "Designated Lives", and each, a
"Designated Life") the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial principal value (the
"Protected Withdrawal Value") regardless of the impact of Sub-account
performance on the Account Value, subject to our program rules regarding the
timing and amount of withdrawals. You are guaranteed to be able to withdraw
the Annual Income Amount for the lives of the Designated Lives ("Lifetime
Withdrawals") provided that you have not made "excess withdrawals" that have
resulted in your Account Value being reduced to zero. We also permit a
one-time Non-Lifetime Withdrawal from your Annuity prior to taking

Lifetime Withdrawals under the benefit. The benefit may be appropriate if you
intend to make periodic withdrawals from your Annuity, wish to ensure that
Sub-account performance will not affect your ability to receive annual
payments, and wish either spouse to be able to continue the Spousal Highest
Daily Lifetime 7 Plus benefit after the death of the first spouse. You are not
required to make withdrawals as part of the program - the guarantees are not
lost if you withdraw less than the maximum allowable amount each year under
the rules of the benefit. As discussed below, we require that you participate
in our asset transfer program in order to participate in Spousal Highest Daily
Lifetime 7 Plus.

Although you are guaranteed the ability to withdraw your Annual Income Amount
for life even if your Account Value falls to zero, if you take an excess
withdrawal that brings your Account Value to zero it is possible that your
Annual Income Amount could also fall to zero. In that scenario, no further
amount would be payable under Spousal Highest Daily Lifetime 7 Plus.

(1)the Periodic Value described above or,
(2)the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
Withdrawal):

(a)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
600% (on the 25/th/ anniversary) of the Account Value on the effective
date of the benefit;
(b)200% (on the 10/th/ anniversary), 400% (on the 20/th/ anniversary) or
600% (on the 25/th/ anniversary) of all adjusted Purchase Payments made
within one year following the effective date of the benefit; and
(c)All adjusted Purchase Payments made after one year following the
effective date of the benefit.

If you elect Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income
Option ("BIO") (see below), we will stop determining the Periodic Value (as
described above) on the earlier of your first Lifetime Withdrawal after the
effective date of the benefit or the Tenth Anniversary of the effective date
of the benefit ("Tenth Anniversary"). This means that under the Spousal
Highest Daily Lifetime 7 Plus with BIO benefit you will not be eligible for
the guaranteed minimum Periodic Values described above on the 20/th/ and
25/th/ Anniversary of the Benefit Effective Date.

Return of Principal Guarantee

If you have not made a Lifetime Withdrawal before the Tenth Anniversary, we
will increase your Account Value on that Tenth Anniversary (or the next
Valuation Day, if that anniversary is not a Valuation Day), if the
requirements set forth in this paragraph are met. On the Tenth Anniversary, we
add:

a) your Account Value on the day that you elected Spousal Highest Daily
Lifetime 7 Plus proportionally reduced for any Non-Lifetime Withdrawal; and
b) the sum of each Purchase Payment proportionally reduced for any subsequent
Non-Lifetime Withdrawal (including the amount of any associated Credits)
you made during the one-year period after you elected the benefit.

If the sum of (a) and (b) is greater than your Account Value on the Tenth
Anniversary, we increase your Account Value to equal the sum of (a) and (b),
by contributing funds from our general account. If the sum of (a) and (b) is
less than or equal to your Account Value on the Tenth Anniversary, we make no
such adjustment. The amount that we add to your Account Value under this
provision will be allocated to each of your variable investment options
(including the AST Investment Grade Bond Sub-account used with this benefit),
in the same proportion that each such Sub-account bears to your total Account
Value, immediately before the application of the amount. Any such amount will
not be considered a Purchase Payment when calculating your Protected
Withdrawal Value, your death benefit, or the amount of any optional benefit
that you may have selected, and therefore will have no direct impact on any
such values at the time we add this amount. Because the amount is added to
your Account Value, it will also be subject to each charge under your Annuity
based on Account Value. This potential addition to Account Value is available
only if you have elected Spousal Highest Daily Lifetime 7 Plus and if you meet
the conditions set forth in this paragraph. Thus, if you take a withdrawal,
including a required minimum distribution, (other than a Non-Lifetime
Withdrawal) prior to the Tenth Anniversary, you are not eligible to receive
the Return of Principal Guarantee. The Return of Principal Guarantee is
referred to as the Guaranteed Minimum Account Value Credit in the benefit
rider.

Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime 7
Plus Benefit
The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the youngest
Designated Life on the date of the first Lifetime Withdrawal after election of
the benefit. The percentages are: 4% for ages 50-less than 59 1/2, 5% for ages
59 1/2-79, 6% for ages 80 to 84, 7% for ages 85 to 89, and 8% for ages 90 and
older. We use the age of the youngest Designated Life even if that Designated
Life is no longer a participant under the Annuity due to death or divorce.
Under the Spousal Highest Daily Lifetime 7 Plus benefit, if your cumulative
Lifetime Withdrawals in an Annuity Year are less than or equal to the Annual
Income Amount, they will not reduce your Annual Income Amount in subsequent
Annuity Years, but any such withdrawals will reduce the Annual Income Amount
on a dollar-for-dollar basis in that Annuity Year. If your cumulative Lifetime
Withdrawals in an Annuity Year are in excess of the Annual Income Amount for
any Annuity Year ("Excess Income"), your Annual Income Amount in subsequent
years will be reduced (except with regard to required minimum distributions
for this Annuity that comply with our rules) by the result of the ratio of the
Excess Income to the Account Value immediately prior to such withdrawal (see
examples of this calculation below). Reductions are based on the actual amount
of the withdrawal, including any CDSC that may apply. Lifetime Withdrawals of
any amount up to and including the Annual Income Amount will reduce the
Protected Withdrawal Value by the amount of the withdrawal. Withdrawals of
Excess Income will reduce the Protected Withdrawal Value by the same ratio as
the reduction to the Annual Income Amount.

You may use the Systematic Withdrawal program to make withdrawals of the
Annual Income Amount. Any systematic withdrawal will be deemed a Lifetime
Withdrawal under this benefit.

Any Purchase Payment that you make subsequent to the election of Spousal
Highest Daily Lifetime 7 Plus will (i) increase the then-existing Annual
Income Amount by an amount equal to a percentage of the Purchase Payment
(including the amount of any associated Credit) based on the age of the
younger Annuitant at the time of the first Lifetime Withdrawal (the
percentages are: 4% for ages 50-less than 59 1/2, 5% for ages 59 1/2-79, 6%
for ages 80-84, 7% for ages 85-89, and 8% for ages 90 and older), and
(ii) increase the Protected Withdrawal Value by the amount of the Purchase
Payment (including the amount of any associated Credit).

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such
Annuity Anniversary, we identify the Account Value on each Valuation Day
within the immediately preceding Annuity Year after your first Lifetime
Withdrawal. Having identified the highest daily value (after all daily values
have been adjusted for subsequent purchase payments and withdrawals), we then
multiply that value by a percentage that varies based on the age of the
youngest Designated Life on the Annuity Anniversary as of which the step-up
would occur. The percentages are 4% for ages 50-less than 59 1/2, 5% for ages
59 1/2-79, 6% for ages 80-84, 7% for ages 85-89, and 8% for ages 90 and older.
If that value exceeds the existing Annual Income Amount, we replace the
existing amount with the new, higher amount. Otherwise, we leave the existing
Annual Income Amount intact. The Account Value on the Annuity Anniversary is
considered the last daily step-up value of the Annuity Year. In later years
(i.e., after the first Annuity Anniversary after the first Lifetime
Withdrawal), we determine whether an automatic step-up should occur on each
Annuity Anniversary by performing a similar examination of the Account Values
that occurred on Valuation Days during the year. At the time that we increase
your Annual Income Amount, we also increase your Protected Withdrawal Value to
equal the highest daily value upon which your step-up was based only if that
results in an increase to the Protected Withdrawal Value. Your Protected
Withdrawal Value will never be decreased as a result of an income step-up. If,
on the date that we implement a Highest Daily Auto Step-Up to your Annual
Income Amount, the charge for Spousal Highest Daily Lifetime 7 Plus has
changed for new purchasers, you may be subject to the new charge at the time
of such step-up. Prior to increasing your charge for Spousal Highest Daily

Lifetime 7 Plus upon a step-up, we would notify you, and give you the
opportunity to cancel the automatic step-up feature. If you receive notice of
a proposed step-up and accompanying fee increase, you should carefully
evaluate whether the amount of the step-up justifies the increased fee to
which you will be subject.

If you establish a Systematic Withdrawal program, we will not automatically
increase the withdrawal amount when there is an increase to the Annual Income
Amount.

The Spousal Highest Daily Lifetime 7 Plus program does not affect your ability
to make withdrawals under your Annuity, or limit your ability to request
withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
Lifetime 7 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year
are less than or equal to the Annual Income Amount, they will not reduce your
Annual Income Amount in subsequent Annuity Years, but any such withdrawals
will reduce the Annual Income Amount on a dollar-for-dollar basis in that
Annuity Year.

If, cumulatively, you withdraw an amount less than the Annual Income Amount in
any Annuity Year, you cannot carry-over the unused portion of the Annual
Income Amount to subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Spousal Highest Daily
Lifetime 7 Plus benefit or any other fees and charges. Assume the following
for all three examples:
. The Issue Date is December 1, 2008
. The Spousal Highest Daily Lifetime 7 Plus benefit is elected on March 5,
2009
. The younger Designated Life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 7 Plus benefit.

Example of dollar-for-dollar reductions
On November 24, 2009, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the youngest designated life is
between the ages of 59 1/2 and 79 at the time of the first Lifetime
Withdrawal, the Annual Income Amount is 5% of the Protected Withdrawal Value,
in this case 5% of $120,000). Assuming $2,500 is withdrawn from the Annuity on
this date, the remaining Annual Income Amount for that Annuity Year (up to and
including December 1, 2009) is $3,500. This is the result of a
dollar-for-dollar reduction of the Annual Income Amount ($6,000 less $2,500 =
$3,500).

Example of proportional reductions
Continuing the previous example, assume an additional withdrawal of $5,000
occurs on November 27, 2009 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future
Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Account Value immediately prior to the excess withdrawal.
(Note that if there were other withdrawals in that Annuity Year, each would
result in another proportional reduction to the Annual Income Amount).

Here is the calculation:

Example of Highest Daily Auto Step-Up
On each Annuity Anniversary date, the Annual Income Amount is stepped-up if
the appropriate percentage (based on the youngest Designated Life's age on the
Annuity Anniversary) of the highest daily value since your first Lifetime
Withdrawal (or last Annuity Anniversary in subsequent years), adjusted for
withdrawals and additional Purchase Payments, is higher than the Annual Income
Amount, adjusted for excess withdrawals and additional Purchase Payments
(including the amount of any associated Credits).

Income Amount will be stepped up if 5% (since the youngest Designated Life is
younger than 80 on the date of the potential step-up) of the highest daily
Account Value adjusted for withdrawals and Purchase Payments (including
credits), is higher than $5921.40. Here are the calculations for determining
the daily values. Only the November 25 value is being adjusted for excess
withdrawals as the November 30 and December 1 Valuation Days occur after the
excess withdrawal on November 26.

* In this example, the Annuity Anniversary date is December 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be every day following the Annuity
Anniversary. The Annuity Anniversary Date of December 1 is considered the
final Valuation Date for the Annuity Year.
** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on November 25, resulting in an adjusted Annual Income Amount
of $5,950.00. This amount is adjusted on November 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Account Value of $119,000 on November 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in an adjusted Account Value of
$115,500 before the excess withdrawal.
. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the Account
Value immediately preceding the excess withdrawal) resulting in a
Highest Daily Value of $113,986.95

. The adjusted Annual Income Amount is carried forward to the next
Valuation Date of November 30. At this time, we compare this amount to
5% of the Account Value on November 30. Since the November 27 adjusted
Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
$113,000), we continue to carry $5,699.35 forward to the next and final
Valuation Date of December 1. The Account Value on December 1 is
$119,000 and 5% of this amount is $5,950. Since this is higher than
$5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Spousal Highest Daily Lifetime 7 Plus. It is an optional feature of the
benefit that you can only elect at the time of your first withdrawal. The
amount of the Non-Lifetime Withdrawal cannot be more than the amount that
would cause the Annuity to be taken below the minimum Surrender Value after a
withdrawal for your Annuity (See "Access to Account Value" in the prospectus
on page 50 or page 43 for XT8). This Non-Lifetime Withdrawal will not
establish your initial Annual Income Amount and the Periodic Value described
above will continue to be calculated. However, the total amount of the
withdrawal will proportionally reduce all guarantees associated with the
Spousal Highest Daily Lifetime 7 Plus benefit. You must tell us if your
withdrawal is intended to be the Non-Lifetime Withdrawal and not the first
Lifetime Withdrawal under the Spousal Highest Daily Lifetime 7 Plus benefit.
If you don't elect the Non-Lifetime Withdrawal, the first withdrawal you make
will be the first Lifetime Withdrawal that establishes your Protected
Withdrawal Value and Annual Income Amount. Once you elect the Non-Lifetime
Withdrawal or Lifetime Withdrawal no additional Non-Lifetime withdrawals may
be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected
Withdrawal Value, the Return of Principal guarantee and the Periodic Value
guarantees on the tenth, twentieth and twenty-fifth anniversaries of the
benefit effective date, described above, by the percentage the total
withdrawal amount (including any applicable CDSC) represents of the then
current Account Value immediately prior to the time of the withdrawal.

Assume the following:
. The Issue Date is December 1, 2008
. The Spousal Highest Daily Lifetime 7 Plus benefit is elected on March 5,
2009
. The Account Value at benefit election was $105,000
. The younger Designated Life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 7 Plus benefit.
. No previous withdrawals have been taken under the Highest Daily Lifetime
7 Plus benefit.

On May 2, 2009, the Protected Withdrawal Value is $125,000, the 10/th/ benefit
year minimum Periodic Value guarantee is $210,000, the 10/th/ benefit year
Return of Principal guarantee is $105,000, the 20/th/ benefit year minimum
Periodic Value guarantee is $420,000, the 25/th/ benefit year minimum Periodic
Value guarantee is $630,000 and the Account Value is $120,000. Assuming
$15,000 is withdrawn from the Annuity on May 2, 2009 and is designated as a
Non-Lifetime Withdrawal, all guarantees associated with the Spousal Highest
Daily Lifetime 7 Plus benefit will be reduced by the ratio the total
withdrawal amount represents of the Account Value just prior to the withdrawal
being taken.

Here is the calculation:

Required Minimum Distributions

Example -- Required Minimum Distributions

The following example is purely hypothetical and is intended to illustrate a
scenario in which the required minimum distribution amount in a given Annuity
Year is greater than the Annual Income Amount.

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
$4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining required minimum distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset
to $5,000) without proportionally reducing all guarantees associated with the
Spousal Highest Daily Lifetime 7 Plus benefit as described above. The amount
you may withdraw in the subsequent Annuity Year if you choose not to satisfy
the required minimum distribution in the current Annuity Year (assuming the
Annual Income Amount in the subsequent Annuity Year is $5,000) without being
treated as an Excess Withdrawal is $6,000. This withdrawal must comply with
all IRS guidelines in order to satisfy the required minimum distribution for
the current calendar year.

Benefits Under Spousal Highest Daily Lifetime 7 Plus

.. To the extent that your Account Value was reduced to zero as a result of
cumulative Lifetime Withdrawals in an Annuity Year that are equal to or
less than the Annual Income Amount or as a result of the fee that we assess
for Spousal Highest Daily Lifetime 7 Plus, and amounts are still payable
under Spousal Highest Daily Lifetime 7 Plus, we will make an additional
payment, if any, for that Annuity Year equal to the remaining Annual Income
Amount for the Annuity Year. Thus, in that scenario, the remaining Annual
Income Amount would be payable even though your Account Value was reduced
to zero. In subsequent Annuity Years we make payments that equal the Annual
Income Amount as described in this section. We will

make payments until the death of the first of the Designated Lives to die,
and will continue to make payments until the death of the second Designated
Life as long as the Designated Lives were spouses at the time of the first
death. To the extent that cumulative withdrawals in the Annuity Year that
reduced your Account Value to zero are more than the Annual Income Amount,
the Spousal Highest Daily Lifetime 7 Plus benefit terminates, and no
additional payments will be made. However, if a withdrawal in the latter
scenario was taken to satisfy a required minimum distribution under the
Annuity the benefit will not terminate, and we will continue to pay the
Annual Income Amount in subsequent Annuity Years until the death of the
second Designated Life provided the Designated lives were spouses at the
death of the first Designated Life.
.. If Annuity payments are to begin under the terms of your Annuity, or if you
decide to begin receiving Annuity payments and there is an Annual Income
Amount due in subsequent Annuity Years, you can elect one of the following
two options:

(1)apply your Account Value to any Annuity option available; or
(2)request that, as of the date Annuity payments are to begin, we make
Annuity payments each year equal to the Annual Income Amount. We will
make payments until the first of the Designated Lives to die, and
will continue to make payments until the death of the second
Designated Life as long as the Designated Lives were spouses at the
time of the first death. If, due to death of a Designated Life or
divorce prior to annuitization, only a single Designated Life
remains, then Annuity payments will be made as a life annuity for the
lifetime of the Designated Life. We must receive your request in a
form acceptable to us at our office.

.. In the absence of an election when mandatory annuity payments are to begin,
we will make annual annuity payments as a joint and survivor or single (as
applicable) life fixed annuity with ten payments certain, by applying the
greater of the annuity rates then currently available or the annuity rates
guaranteed in your Annuity. The amount that will be applied to provide such
Annuity payments will be the greater of:

(1)the present value of the future Annual Income Amount payments. Such
present value will be calculated using the greater of the joint and
survivor or single (as applicable) life fixed annuity rates then
currently available or the joint and survivor or single (as
applicable) life fixed annuity rates guaranteed in your Annuity; and
(2)the Account Value.

.. If no Lifetime Withdrawal was ever taken, we will calculate the Annual
Income Amount as if you made your first Lifetime Withdrawal on the date the
annuity payments are to begin.
.. Please note that payments that we make under this benefit after the Annuity
Anniversary coinciding with or next following the older of the owner or
Annuitant's 95/th/ birthday, will be treated as annuity payments.

Other Important Considerations

.. Withdrawals under the Spousal Highest Daily Lifetime 7 Plus benefit are
subject to all of the terms and conditions of the Annuity, including any
applicable CDSC for the Non-Lifetime Withdrawal as well as withdrawals that
exceed the Annual Income Amount.
.. Withdrawals made while the Spousal Highest Daily Lifetime 7 Plus benefit is
in effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity.

.. You can make withdrawals from your Annuity while your Account Value is
greater than zero without purchasing the Spousal Highest Daily Lifetime 7
Plus benefit. The Spousal Highest Daily Lifetime 7 Plus benefit provides a
guarantee that if your Account Value is reduced to zero (subject to program
rules regarding the timing and amount of withdrawals), you will be able to
receive your Annual Income Amount in the form of periodic benefit payments.

.. Upon inception of the benefit, 100% of your Account Value must be allocated
to the Permitted Sub-accounts.

.. You cannot allocate Purchase Payments or transfer Account Value to or from
the AST Investment Grade Bond Portfolio Sub-account (as described below) if
you elect this benefit. A summary description of the AST Investment Grade
Bond Portfolio appears within the prospectus section entitled "What Are The
Investment Objectives and Policies of The Portfolios?". Upon the initial
transfer of your Account Value into the AST Investment Grade Bond
Portfolio, we will send a prospectus for that Portfolio to you, along with
your confirmation statement. In addition, you can find a copy of the AST
Investment Grade Bond Portfolio prospectus by going to
www.prudentialannuities.com.

.. You can make withdrawals from your Annuity without purchasing the Spousal
Highest Daily Lifetime 7 Plus benefit. The Spousal Highest Daily Lifetime 7
Plus benefit provides a guarantee that if your Account Value declines due
to Sub-account performance, you will be able to receive your Annual Income
Amount in the form of periodic benefit payments.

.. Transfers to and from the elected Sub-accounts and the AST Investment Grade
Bond Portfolio Sub-account triggered by the Spousal Highest Daily Lifetime
7 Plus asset transfer program will not count toward the maximum number of
free transfers allowable under an Annuity.

.. We currently limit the Sub-accounts to which you may allocate Account Value
if you participate in this benefit (see "Investment Options" below and in
the prospectus on page 17 or page 15 for XT8). Moreover, if you are
invested in prohibited investment options and seek to elect the benefit, we
will ask you to reallocate to permitted investment options as a
prerequisite to electing the benefit.
.. The maximum fee for Spousal Highest Daily Lifetime 7 Plus is 1.50% annually
of the greater of Account Value and the Protected Withdrawal value. The
current fee for Spousal Highest Daily Lifetime 7 Plus is 0.90% annually of
the greater of

Account Value and the Protected Withdrawal Value. We deduct this fee at the
end of each benefit quarter, where each such quarter is part of a year that
begins on the effective date of the benefit or an anniversary thereafter.
Thus, on each such quarter-end (or the next Valuation Day, if the
quarter-end is not a Valuation Day), we deduct 0.225% of the greater of the
prior day's Account Value, or the prior day's Protected Withdrawal Value at
the end of the quarter. We deduct the fee pro rata from each of your
Sub-accounts including the AST Investment Grade Bond Sub-account. Since
this fee is based on the greater of the Account Value and the Protected
Withdrawal Value, the fee for Spousal Highest Daily Lifetime 7 Plus may be
greater than it would have been, had it been based on the Account Value
alone. If the fee to be deducted exceeds the Account Value, we will reduce
the Account Value to zero, and continue the benefit as described above.

Election of and Designations under the Benefit

Spousal Highest Daily Lifetime 7 Plus can only be elected based on two
Designated Lives. Designated Lives must be natural persons who are each
other's spouses at the time of election of the program and at the death of the
first of the Designated Lives to die. Currently, Spousal Highest Daily
Lifetime 7 Plus only may be elected where the Owner, Annuitant, and
Beneficiary designations are as follows:
.. One Annuity Owner, where the Annuitant and the Owner are the same person
and the beneficiary is the Owner's spouse. The youngest Owner/Annuitant and
the beneficiary must be at least 50 years old and the oldest must be at
least 55 years old at the time of election; or
.. Co-Annuity Owners, where the Owners are each other's spouses. The
beneficiary designation must be the surviving spouse, or the spouses named
equally. One of the owners must be the Annuitant. The youngest Owner must
be at least 50 years old and the oldest owner must be at least 55 years old
at the time of election; or
.. One Annuity Owner, where the Owner is a custodial account established to
hold retirement assets for the benefit of the Annuitant pursuant to the
provisions of Section 408(a) of the Internal Revenue Code (or any successor
Code section thereto) ("Custodial Account"), the beneficiary is the
Custodial Account, and the spouse of the Annuitant is the Contingent
Annuitant. The youngest of the Annuitant and the Contingent Annuitant must
be at least 50 years old and the oldest must be at least 55 years old at
the time of election.

We do not permit a change of Owner under this benefit, except as follows:

(a)if one Owner dies and the surviving spousal Owner assumes the Annuity, or
(b)if the Annuity initially is co-owned, but thereafter the Owner who is not
the Annuitant is removed as Owner. We permit changes of beneficiary under
this benefit. If the Designated Lives divorce, the Spousal Highest Daily
Lifetime 7 Plus benefit may not be divided as part of the divorce
settlement or judgment. Nor may the divorcing spouse who retains ownership
of the Annuity appoint a new Designated Life upon re-marriage.

Spousal Highest Daily Lifetime 7 Plus can be elected at the time that you
purchase your Annuity or after the Issue Date, subject to our eligibility
rules and restrictions. See "Termination of Existing Benefits and Election of
New Benefits" below for information pertaining to elections, terminations and
re-election of benefits. We reserve the right to waive, change and/or further
limit the election frequency in the future.

Termination of the Benefit
You may terminate the benefit at any time by notifying us. If you terminate
the benefit, any guarantee provided by the benefit will terminate as of the
date the termination is effective, and certain restrictions on re-election may
apply (as described above). The benefit automatically terminates: (i) if upon
the death of the first Designated Life, the surviving Designated Life opts to
take the death benefit under the Annuity (thus, the benefit does not terminate
solely because of the death of the first Designated Life), (ii) upon the death
of the second Designated Life, (iii) upon your termination of the benefit,
(iv) upon your surrender of the Annuity, (v) upon your election to begin
receiving annuity payments (although if you have elected to take annuity
payments in the form of the Annual Income Amount, we will continue to pay the
Annual Income Amount), (vi) if both the Account Value and Annual Income Amount
equal zero, or (vii) if you cease to meet our requirements as described in
"Election of and Designations under the Benefit".

Upon termination of Spousal Highest Daily Lifetime 7 Plus other than upon
death of a Designated Life, we impose any accrued fee for the benefit (i.e.,
the fee for the pro-rated portion of the year since the fee was last
assessed), and thereafter we cease deducting the charge for the benefit. With
regard to your investment allocations, upon termination we will: (i) leave
intact amounts that are held in the variable investment options, and
(ii) transfer all amounts held in the AST Investment Grade Bond Portfolio
Sub-account (as defined below) to your variable investment options based on
your existing allocation instructions or (in the absence of such instruction)
pro rata (i.e. in the same proportion as the current balances in your variable
investment options).

How Spousal Highest Daily Lifetime 7 Plus Transfers Account Value between Your
Permitted Sub-accounts and the AST Investment Grade Bond Sub-account

See "How Highest Daily Lifetime 7 Plus Transfers Account Value Between Your
Permitted Sub-accounts and the AST Investment Grade Bond Sub-account" on page
13 of this supplement for information regarding this component of the benefit.

Additional Tax Considerations

As indicated, withdrawals made while this benefit is in effect will be
treated, for tax purposes, in the same way as any other withdrawals under the
Annuity. Please see the Tax Considerations section of the prospectus for a
detailed discussion of the tax treatment of withdrawals. We do not address
each potential tax scenario that could arise with respect to this benefit
here. However, we do note that if you participate in Spousal Highest Daily
Lifetime 7 Plus through a non-qualified annuity, as with all withdrawals, once
all Purchase Payments are returned under the Annuity, all subsequent
withdrawal amounts will be taxed as ordinary income.

Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option/SM/

We offer an optional death benefit feature under Spousal Highest Daily
Lifetime 7 Plus, the amount of which is linked to your Annual Income Amount.
We refer to this optional death benefit as the Beneficiary Income Option or
BIO. This version is only being made available in those jurisdictions where we
have received regulatory approval and will be offered subsequently in other
jurisdictions when we receive regulatory approval in those jurisdictions. You
may choose Spousal Highest Daily Lifetime 7 Plus with or without also
selecting the Beneficiary Income Option death benefit. However, you may not
elect the Beneficiary Income Option without Spousal Highest Daily Lifetime 7
Plus and you must elect the Beneficiary Income Option death benefit at the
time you elect Spousal Highest Daily Lifetime 7 Plus. If you elect Spousal
Highest Daily Lifetime 7 Plus without the Beneficiary Income Option and would
like to add the feature later, you must terminate the Spousal Highest Daily
Lifetime 7 Plus benefit and elect the Spousal Highest Daily Lifetime 7 Plus
with Beneficiary Income Option (subject to availability and benefit
re-election provisions). Please note that if you terminate Spousal Highest
Daily Lifetime 7 Plus and elect the Spousal Highest Daily Lifetime 7 Plus with
BIO you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect
based on your Account Value as of the date the new benefit becomes active. As
long as your Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income
Option is in effect, you must allocate your Account Value in accordance with
the then permitted and available investment option(s) with this program.

If you elect the Beneficiary Income Option death benefit, you may not elect
any other optional benefit. You may elect the Beneficiary Income Option death
benefit so long as each Designated Life is no older than age 75 at the time of
election and the Spousal Highest Daily Lifetime 7 Plus age requirements are
met. This death benefit is not transferable in the event of a divorce, nor may
the benefit be split in accordance with any divorce proceedings or similar
instrument of separation. If you choose the Spousal Highest Daily Lifetime 7
Plus with BIO, the maximum charge is 2.00% of the greater of Account Value and
the Protected Withdrawal Value ("PWV") annually. The current charge is 1.10%
annually of the greater of Account Value and the PWV. We deduct this charge at
the end of each benefit quarter, where each such quarter is part of a year
that begins on the effective date of the benefit or an anniversary thereafter.
Thus, on each such quarter-end (or the next Valuation Day, if the quarter-end
is not a Valuation Day), we deduct 0.275% of the greater of the prior day's
Account Value or the prior day's Protected Withdrawal Value at the end of the
quarter. We deduct the fee pro rata from each of your Sub-accounts, including
the AST Investment Grade Bond Sub-account. Because the fee for this benefit is
based on the greater of the Account Value or the Protected Withdrawal Value,
the fee for Spousal Highest Daily Lifetime 7 Plus with the Beneficiary Income
Option may be greater than it would have been based on the Account Value
alone. If the fee to be deducted exceeds the current Account Value, we will
reduce the Account Value to zero, and continue the benefit as described below.

For purposes of this optional death benefit, we calculate the Annual Income
Amount and Protected Withdrawal Value in the same manner that we do under
Spousal Highest Daily Lifetime 7 Plus itself. However, we will stop
determining the Periodic Value (as described above) on the earlier of your
first Lifetime Withdrawal after the effective date of the benefit or the Tenth
Anniversary Date. This means that under the Spousal Highest Daily Lifetime 7
Plus with BIO benefit you will not be eligible for the guaranteed minimum
Periodic Values described above on the 20/th/ and 25/th/ Anniversary of the
Benefit Effective Date. Upon the first death of a Designated Life, no amount
is payable under the Beneficiary Income Option death benefit. Upon the second
death of a Designated Life, we identify the following amounts: (a) the amount
of the basic death benefit under the Annuity, (b) the Protected Withdrawal
Value (less any credits associated with Purchase Payments applied within 12
months prior to the date of death), and (c) the Annual Income Amount. If there
were no Lifetime Withdrawals prior to the date of death of the second
Designated Life, then we calculate the Protected Withdrawal Value for purposes
of this death benefit as of the date of death of the second Designated Life,
and we

calculate the Annual Income Amount as if there were a Lifetime Withdrawal on
the date of death of the second Designated Life. If there were Lifetime
Withdrawals prior to the date of death of the second Designated Life, then we
set the Protected Withdrawal Value and Annual Income Amount for purposes of
this death benefit as of the date that we receive due proof of death.

If there is one beneficiary, he/she must choose to receive either the basic
death benefit (in a lump sum or other permitted form of distribution) or the
Beneficiary Income Option death benefit (in the form of annual payments of the
Annual Income Amount - such payments may be annual or at other intervals that
we permit). If there are multiple beneficiaries, each beneficiary is presented
with the same choice. Thus, each beneficiary can choose to take his/her
portion of either (a) the basic Death Benefit, or (b) the Beneficiary Income
Option death benefit. In order to receive the Beneficiary Income Option Death
Benefit, each beneficiary's share of the death benefit proceeds must be
allocated as a percentage of the total death benefit to be paid. We allow a
beneficiary who has opted to receive the Annual Income Amount to designate
another beneficiary, who would receive any remaining payments upon the former
beneficiary's death. Note also that the final payment, exhausting the
Protected Withdrawal Value, may be less than the Annual Income Amount.

Here is an example to illustrate how the death benefit may be paid:

.. Under those assumptions, the first beneficiary will be paid a pro-rated
portion of the Annual Income Amount for 20 years (the 20 year pay out
period is derived from the $5,000 Annual Income Amount, paid each year
until it exhausts the entire $100,000 Protected Withdrawal Value). The
pro-rated portion of the Annual Income Amount equal to $3,750 (i.e., the
first beneficiary's 75% share multiplied by $5,000) is then paid each year
for the 20 year period. Payment of $3,750 for 20 years results in total
payments of $75,000 (i.e., the first beneficiary's 75% share of the
$100,000 Protected Withdrawal Value). The second beneficiary would receive
25% of the basic death benefit amount (or $12,500).

If you elect to terminate Spousal Highest Daily Lifetime 7 Plus with
Beneficiary Income Option, both Spousal Highest Daily Lifetime 7 Plus and that
death benefit option will be terminated. You may not terminate the death
benefit option without terminating the entire benefit. If you terminate
Spousal Highest Daily Lifetime 7 Plus with Beneficiary Income Option, your
ability to elect other optional living benefits will be affected as indicated
in the "Termination of Existing Benefits and Election of New Benefits" section
below.

The following is added to page 103 or page 93 for XT8 in your prospectus under
"Living Benefit Programs":

Termination of Existing Benefits and Election of New Benefits

If you currently own an Annuity with an optional living benefit that is
terminable, you may terminate the benefit rider and elect one of the benefits
described in this supplement, subject to availability of the benefit at that
time and our then current rules. There is currently no waiting period to elect
any living benefit once a living benefit is terminated provided that the
benefit being elected is available for election post-issue. We reserve the
right to waive, change and/or further limit availability and election
frequencies in the future. Check with your financial professional regarding
the availability of re-electing or electing a benefit and any waiting period.
The benefit you re-elect or elect may be more expensive than the benefit you
are terminating. Note that once you terminate an existing benefit, you lose
the guarantees that you had accumulated under your existing benefit and will
begin the new guarantees under the new benefit you elect based on your Account
Value as of the date the new benefit becomes active. You should carefully
consider whether terminating your existing benefit and electing a new benefit
is appropriate for you.

INVESTMENT OPTIONS

We add the following information to your prospectus under "Investment Options."

.. We add the following immediately before the chart setting forth the
Investment Objectives/Policies of each Portfolio on page 17 or page 16 for
XT8 of your prospectus:

Certain optional living benefits (e.g., Highest Daily Lifetime 7 Plus) employ
a pre-determined mathematical formula, under which money is transferred
between your chosen variable sub-accounts and a bond portfolio (e.g., the AST
Investment Grade Bond Portfolio). You should be aware that the operation of
the mathematical formula could impact the expenses and performance of the
variable sub-accounts used with the optional living benefits (the "Permitted
Funds"). Specifically, because transfers to and from the Permitted Funds can
be frequent and the amount transferred can vary, the Permitted Funds could
experience the following effects, among others: (a) they may be compelled to
hold a larger portion of assets in highly liquid securities than they
otherwise would, which could diminish performance if the highly liquid
securities underperform other securities (e.g., equities) that otherwise would
have been held (b) they may experience higher portfolio turnover, which
generally will increase the Permitted Funds' expenses and (c) if they are
compelled by the mathematical formula to sell securities that are
thinly-traded, such sales could have a significant impact on the price of such
securities. Please consult the prospectus for the Permitted Fund for complete
information about these effects.

.. We add the following information to your prospectus on page 17 regarding
currently available and permitted investment options when you choose
Highest Daily Lifetime 7 Plus or Spousal Highest Daily Lifetime 7 Plus.

As a condition to your participating in Highest Daily Lifetime 7 Plus and
Spousal Highest Daily Lifetime 7 Plus (these references include Highest Daily
Lifetime 7 Plus with BIO, Highest Daily Lifetime 7 Plus with LIA and Spousal
Highest Daily Lifetime 7 Plus with BIO), we limit the investment options to
which you may allocate your Account Value. Broadly speaking, we offer two
groups of Permitted Sub-accounts. Under the first group (Group I), your
allowable investment options are more limited, but you are not subject to
mandatory quarterly re-balancing. Under the second group (Group II), you may
allocate your Account Value between a broader range of investment options, but
must participate in quarterly re-balancing. The set of tables immediately
below describes the first category of permitted investment options.

While those who do not participate in any optional benefit generally may
invest in any of the investment options described in the prospectus, only
those who participate in Highest Daily Lifetime 7 Plus and Spousal Highest
Daily Lifetime 7 Plus may participate in the second category (along with its
attendant re-balancing requirement). This second category is called our
"Optional Allocation and Rebalancing Program." If you participate in the
Optional Allocation and Rebalancing Program, you may not participate in a
Dollar Cost Averaging Program or Automatic Rebalancing Program. We may modify
or terminate the Optional Allocation and Rebalancing Program at any time. Any
such modification or termination will (i) be implemented only after we have
notified you in advance, (ii) not affect the guarantees you had accrued under
Highest Daily Lifetime 7 Plus and Spousal Highest Daily Lifetime 7 Plus or
your ability to continue to participate in those optional benefits, and
(iii) not require you to transfer Account Value out of any Portfolio in which
you participated immediately prior to the modification or termination.

Group I: Allowable Benefit Allocations
AST Advanced Strategies Asset Allocation Portfolio
AST American Century Strategic Balanced Portfolio
AST Balanced Asset Allocation Portfolio
AST Capital Growth Asset Allocation Portfolio
AST Conservative Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Horizon Growth Asset Allocation Portfolio
AST Horizon Moderate Asset Allocation Portfolio
AST Niemann Capital Growth Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio
AST Schroders Multi-Asset World Strategies Allocation Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST UBS Dynamic Alpha Strategy Portfolio
Franklin Templeton VIP Founding Funds Allocation Fund

The following set of tables describes the second category, under which:

(a)you must allocate at least 20% of your Account Value to certain fixed
income portfolios (currently, the AST PIMCO Total Return Bond Portfolio and
the AST Western Asset Core Plus Bond Portfolio).
(b)you may allocate up to 80% in the equity and other portfolios listed in the
table below.
(c)on each benefit quarter (or the next Valuation Day, if the quarter-end is
not a Valuation Day), we will automatically re-balance your Account Value,
so that the percentages devoted to each Portfolio remain the same as those
in effect on the immediately preceding quarter-end. Note that on the first
quarter-end following your participation in the Optional Allocation and
Rebalancing Program, we will re-balance your Account Value so that the
percentages devoted to each Portfolio remain the same as those in effect
when you began the Optional Allocation and Rebalancing Program.
(d)between quarter-ends, you may re-allocate your Account Value among the
investment options permitted within this category. If you reallocate, the
next quarterly rebalancing will restore the percentages to those of your
most recent reallocation.

Group II: Optional Allocation and Rebalancing Program
AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Aggressive Asset Allocation
AST AllianceBernstein Core Value
AST AllianceBernstein Growth & Income
AST American Century Income & Growth
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Focus Four Plus
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST JPMorgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marsico Capital Growth
AST MFS Global Equity
AST MFS Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Growth
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST PIMCO Total Return Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies Allocation
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth

AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha Strategy
AST Western Asset Core Plus Bond
Franklin Templeton VIP Founding Funds Allocation Fund

The following additional Portfolios are available with ASAP III, APEX II AND
ASL II only*:
ProFund VP Consumer Goods
ProFund VP Consumer Services
ProFund VP Financials
ProFund VP Health Care
ProFund VP Industrials
ProFund VP Large-Cap Growth
ProFund VP Large-Cap Value
ProFund VP Mid-Cap Growth
ProFund VP Mid-Cap Value
ProFund VP Real Estate
ProFund VP Small-Cap Growth
ProFund VP Small-Cap Value
ProFund VP Telecommunications
ProFund VP Utilities

* For ASAP III and ASL II Annuities issued on or after May 26, 2008, we
significantly limit the Owner's ability to invest in the ProFund VP
Portfolios. Specifically:

. We will not permit those who acquire an ASAP III or ASL II Annuity on or
after May 26, 2008 (including beneficiaries who acquire such an Annuity
under the Beneficiary Continuation Option) to invest in any ProFund VP
Portfolio; and
. Those who acquired an ASAP III or ASL II Annuity prior to May 26, 2008
may invest in any ProFund VP Portfolio without being subject to the
above restrictions; and

. Those who currently hold an APEX II Annuity, or who acquire an APEX II
Annuity after May 26, 2008, may invest in any ProFund VP Portfolio
(except that beneficiaries who acquire an APEX II Annuity on or after
May 26, 2008 under the Beneficiary Continuation Option may not invest in
any ProFund VP Portfolio).

NEW OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT, HIGHEST
DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL HIGHEST DAILY LIFETIME SEVEN
INCOME BENEFIT

1. In the section entitled "Living Benefit Programs - Highest Daily Lifetime
Five/SM/ Income Benefit", we add and amend certain information contained in
that section of the prospectus (page 84 or 69 for XT8) as follows:

OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT
If you currently own an Annuity and have elected, as of the date of this
Supplement, the Highest Daily Lifetime Five Income Benefit, you can elect this
feature which utilizes a new asset transfer formula. The new formula is
described below and will replace the "Transfer Calculation" portion of the
asset transfer formula currently used in connection with your benefit on a
prospective basis. This election may only be made once and may not be revoked
once elected. The new asset transfer formula is added to Appendix G with
respect to ASAP III, APEX II and ASL II in your prospectus (on page G-1) and
Appendix C with respect to XT8 in your prospectus (on page C-1) and is
provided below.

Under the new formula, the formula will not execute a transfer to the Benefit
Fixed Rate Account that results in more than 90% of your Account Value being
allocated to the Benefit Fixed Rate Account ("90% cap" or "90% cap rule").
Thus, on any Valuation Day, if the formula would require a transfer into the
Benefit Fixed Rate Account that would result in more than 90% of the Account
Value being allocated to the Benefit Fixed Rate Account, only the amount that
results in exactly 90% of the Account Value being allocated to the Benefit
Fixed Rate Account will be transferred. Additionally, future transfers into
the Benefit Fixed Rate Account will not be made (regardless of the performance
of the Benefit Fixed Rate Account and the Permitted Sub-accounts) at least
until there is first a transfer out of the Benefit Fixed Rate Account. Once
this transfer occurs out of the Benefit Fixed Rate Account, future amounts may
be transferred to or from the Benefit Fixed Rate Account if dictated by the
formula (subject to the 90% cap). At no time will the formula make a transfer
to the Benefit Fixed Rate Account that results in greater than 90% of your
Account Value being allocated to the Benefit Fixed Rate Account. However, it
is possible that, due to the investment performance of your allocations in the
Benefit Fixed Rate Account and your allocations in the Permitted Sub-accounts
you have selected, your Account Value could be more than 90% invested in the
Benefit Fixed Rate Account.

If you make additional purchase payments to your Annuity while the 90% cap is
in effect, the formula will not transfer any of such additional purchase
payments to the Benefit Fixed Rate Account at least until there is first a
transfer out of the Benefit Fixed Rate Account, regardless of how much of your
Account Value is in the Permitted Sub-accounts. This means that there could be
scenarios under which, because of the additional purchase payments you make,
less than 90% of your entire Account Value is allocated to the Benefit Fixed
Rate Account, and the formula will still not transfer any of your Account
Value to the Benefit Fixed Rate Account (at least until there is first a
transfer out of the Benefit Fixed Rate Account). For example:
. March 19, 2009 - a transfer is made to the Benefit Fixed Rate Account
that results in the 90% cap being met and now $90,000 is allocated to
the Benefit Fixed Rate Account and $10,000 is allocated to the Permitted
Sub-accounts.
. March 20, 2009 - you make an additional purchase payment of $10,000. No
transfers have been made from the Benefit Fixed Rate Account to the
Permitted Sub-accounts since the cap went into effect on March 19, 2009.
. As of March 20, 2009 (and at least until first a transfer is made out of
the Benefit Fixed Rate Account under the formula) - the $10,000 payment
is allocated to the Permitted Sub-accounts and now you have 82% in the
Benefit Fixed Rate Account and 18% in the Permitted Sub-accounts (such
that $20,000 is allocated to the Permitted Sub-accounts and $90,000 is
allocated to the Benefit Fixed Rate Account).
. Once there is a transfer out of the Benefit Fixed Rate Account (of any
amount), the formula will operate as described above, meaning that the
formula could transfer amounts to or from the Benefit Fixed Rate Account
if dictated by the formula (subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into existence and
may be removed multiple times while you participate in the benefit. We will
continue to monitor your Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the Benefit Fixed Rate Account as dictated by the mathematical
formula. Once you elect this feature, the new transfer formula described above
and set forth below will be the asset transfer formula for your Annuity.

In the event that more than ninety percent (90%) of your Account Value is
allocated to the Benefit Fixed Rate Account and you have elected this feature,
up to ten percent (10%) of your Account Value currently allocated to the
Benefit Fixed Rate Account will be transferred to your Permitted Sub-accounts,
such that after the transfer, 90% of your Account Value on the date of the
transfer is in the Benefit Fixed Rate Account. The transfer to the Permitted
Sub-accounts will be based on your existing allocation instructions or (in the
absence of such existing instructions) pro rata (i.e., in the same proportion
as the current balances in your variable investment options). Amounts taken
out of the Benefit Fixed Rate Account will be withdrawn for this purpose on a
last-in, first-out basis (an amount renewed into a new guarantee period under
the Benefit Fixed Rate Account will be deemed a new investment for purposes of
this last-in, first- our rule). It is possible that additional transfers might
occur after this initial transfer if dictated by the formula. The amounts of
such additional transfer(s) will vary.

Once the 90% cap rule is met, future transfers into the Benefit Fixed Rate
Account will not be made (regardless of the performance of the Benefit Fixed
Rate Account and the Permitted Sub-accounts) at least until there is first a
transfer out of the Benefit Fixed Rate Account. Once this transfer occurs out
of the Benefit Fixed Rate Account, future amounts may be transferred to or
from the Benefit Fixed Rate Account if dictated by the formula (subject to the
90% cap).

Important Considerations When Electing this Feature:
. At any given time, some, most or none of your Account Value may be
allocated to the Benefit Fixed Rate Account.

. Please be aware that because of the way the new 90% cap asset transfer
formula operates, it is possible that more than or less than 90% of your
Account Value may be allocated to the Benefit Fixed Rate Account.

. Because the charge for Highest Daily Lifetime Five is assessed against
the average daily net assets of the Sub-accounts, that charge will be
assessed against all assets transferred into the Permitted Sub-accounts.
. If this feature is elected, any Account Value transferred to the
Permitted Sub-accounts is subject to the investment performance of those
Sub-accounts. Your Account Value can go up or down depending of the
performance of the Permitted Sub-accounts you select.

ASSET TRANSFER FORMULA FOR CONTRACTS WITH 90% CAP FEATURE

The "Terms and Definitions referenced in this Calculation Formula" and the
"Target Value Calculation" provided below remain unchanged and are included
herein for ease of reference.

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
. C\\u\\ - the upper target is established on the effective date of the
Highest Daily Lifetime Five benefit (the "Effective Date") and is not
changed for the life of the guarantee. Currently, it is 83%.

. C\\t\\ - the target is established on the Effective Date and is not
changed for the life of the guarantee. Currently, it is 80%.

. C\\l\\ - the lower target is established on the Effective Date and is
not changed for the life of the guarantee. Currently, it is 77%.

. L - the target value as of the current Valuation Day.

. r - the target ratio.

. a - the factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life of
the guarantee. The factors that we use currently are derived from the
a2000 Individual Annuity Mortality Table with an assumed interest rate
of 3%. Each number in the table "a" factors (which appears on page C-3
in your prospectus) represents a factor, which when multiplied by the
Highest Daily Annual Income Amount, projects our total liability for the
purpose of asset transfers under the guarantee.

. Q - age based factors used in calculating the target value. These
factors are established on the Effective Date and are not changed for
the life of the guarantee. The factor is currently set equal to 1.

. V - the total value of all Permitted Sub-accounts in the Annuity.

. F - the total value of all Benefit Fixed Rate Account allocations.

. I - the income value prior to the first withdrawal. The income value is
equal to what the Highest Daily Annual Income Amount would be if the
first withdrawal were taken on the date of calculation. After the first
withdrawal the income value equals the greater of the Highest Daily
Annual Income Amount, the quarterly step-up amount times the annual
income percentage, and the Account Value times the annual income
percentage.

. T - the amount of a transfer into or out of the Benefit Fixed Rate
Account.

. I% - annual income amount percentage. This factor is established on the
Effective Date and is not changed for the life of the guarantee.
Currently, this percentage is equal to 5%.

TARGET VALUE CALCULATION:
On each Valuation Day, a target value (L) is calculated, according to the
following formula. If the variable Account Value (V) is equal to zero, no
calculation is necessary.

L = I * Q * a

If you elect this feature, the following replaces the "Transfer Calculation"
section in Appendix C (on page C-1 of your prospectus)

Transfer Calculation:
The following formula, which is set on the effective date of this feature and
is not changed for the life of the guarantee, determines when a transfer is
required: On the effective date of this feature (and only on the effective
date of this feature), the following asset transfer calculation is performed
to determine the amount of Account Value allocated to the Benefit Fixed Rate
Account:

If (F/(V + F) (greater than) .90) then
T = F - (V + F)* .90

If T is greater than $0 as described above, then no additional transfer
calculations are performed on the effective date.

On each Valuation Day thereafter (including the effective date of this feature
provided F/(V + F) (less than)=.90), the following asset transfer calculation
is performed

Target Ratio r = (L - F) / V.

. If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
transferred to the Benefit Fixed Rate Account (subject to the 90%
cap rule described above).

. If r (less than)C\\l\\ and there are currently assets in the Benefit
Fixed Rate Account (F (greater than) 0), assets in the Benefit Fixed
Rate Account are transferred to the Permitted Sub-accounts.

The following formula, which is set on the effective date of this feature and
is not changed for the life of the guarantee, determines the transfer amount:

T = Min(MAX (0, (0.90* (V + F)) - F), Money is transferred from the elected Permitted
[L -F -V* C\\t\\] / (1 - C\\t\\)) Sub-accounts to Benefit Fixed Rate Account

T = Min(F, - [L - F - V * C\\t\\] / (1 - C\\t\\)), Money is transferred from the Benefit Fixed Rate
Account to the Permitted Sub-accounts.

2. In the section entitled "Living Benefit Programs - Highest Daily Lifetime
Seven (SM) Income Benefit and Spousal Highest Daily Lifetime Seven (SM) Income
Benefit", we add and amend certain information contained in that section of
the prospectus (page 40 or page 76 for XT8) as follows:

OPTIONAL FEATURE FOR HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT AND SPOUSAL
HIGHEST DAILY LIFETIME SEVEN INCOME BENEFIT
If you currently own an Annuity and have elected, as of the date of this
Supplement, the Highest Daily Lifetime Seven Income Benefit (including Highest
Daily Lifetime Seven with Beneficiary Income Option and Highest Daily Lifetime
Seven with Lifetime Income Accelerator) or Spousal Highest Daily Lifetime
Seven Income Benefit (including Spousal Highest Daily Lifetime Seven with
Beneficiary Income Option), you can elect this feature which utilizes a new
asset transfer formula. The new formula is described below and will replace
the "Transfer Calculation" portion of the asset transfer formula currently
used in connection with your benefit on a prospective basis. This election may
only be made once and may not be revoked once elected. The new asset transfer
formula is added to Appendix J with respect to ASAP III, APEX II and ASL II in
your prospectus (on page J-1) and Appendix F with respect to XT8 in your
prospectus (on page F-1) and is provided below.

Under the new formula, the formula will not execute a transfer to the AST
Investment Grade Bond Sub-account that results in more than 90% of your
Account Value being allocated to the AST Investment Grade Bond Sub-account
("90% cap" or "90% cap rule"). Thus, on any Valuation Day, if the formula
would require a transfer to the AST Investment Grade Bond Sub-account that
would result in more than 90% of the Account Value being allocated to the AST
Investment Grade Bond Sub-account, only the amount that results in exactly 90%
of the Account Value being allocated to the AST Investment Grade Bond
Sub-account will be transferred. Additionally, future transfers into the AST
Investment Grade Bond Sub-account will not be made (regardless of the
performance of the AST Investment Grade Bond Sub-account and the Permitted
Sub-accounts) at least until there is first a transfer out of the AST
Investment Grade Bond Sub-account. Once this transfer occurs out of the AST
Investment Grade Bond Sub-account, future amounts may be transferred to or
from the AST Investment Grade Bond Sub-account if dictated by the formula
(subject to the 90% cap). At no time will the formula make a transfer to the
AST Investment Grade Bond Sub-account that results in greater than 90% of your
Account Value being allocated to the AST Investment Grade Bond Sub-account.
However, it is possible that, due to the investment performance of your
allocations in the AST Investment Grade Bond Sub-account and your allocations
in the Permitted Sub-accounts you have selected, your Account Value could be
more than 90% invested in the AST Investment Grade Bond Sub-account.

If you make additional purchase payments to your Annuity while the 90% cap is
in effect, the formula will not transfer any of such additional purchase
payments to the AST Investment Grade Bond Sub-account at least until there is
first a transfer out of the AST Investment Grade Bond Sub-account, regardless
of how much of your Account Value is in the Permitted Sub-accounts. This means
that there could be scenarios under which, because of the additional purchase
payments you make, less than 90% of your entire Account Value is allocated to
the AST Investment Grade Bond Sub-account, and the formula will still not
transfer any of your Account Value to the AST Investment Grade Bond
Sub-account (at least until there is first a transfer out of the AST
Investment Grade Bond Sub-account). For example,
. March 19, 2009 - a transfer is made that results in the 90% cap being
met and now $90,000 is allocated to the AST Investment Grade Bond
Sub-account and $10,000 is allocated to the Permitted Sub-accounts.
. March 20, 2009 - you make an additional purchase payment of $10,000. No
transfers have been made from the AST Investment Grade Bond Sub-account
to the Permitted Sub-accounts since the cap went into effect on
March 19, 2009.
. As of March 20, 2009 (and at least until first a transfer is made out of
the AST Investment Grade Bond Sub-account under the formula) - the
$10,000 payment is allocated to the Permitted Sub-accounts and now you
have 82% in the AST Investment Grade Bond Sub-account and 18% in the
Permitted Sub-accounts (such that $20,000 is allocated to the Permitted
Sub-accounts and $90,000 is allocated to the AST Investment Grade Bond
Sub-account).
. Once there is a transfer out of the AST Investment Grade Bond
Sub-account (of any amount), the formula will operate as described
above, meaning that the formula could transfer amounts to or from the
AST Investment Grade Bond Sub-account if dictated by the formula
(subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into existence and
may be removed multiple times while you participate in the benefit. We will
continue to monitor your Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account as dictated by the
mathematical formula. Once you elect this feature, the new transfer formula
described above and set forth below will be the asset transfer formula for
your Annuity.

In the event that more than ninety percent (90%) of your Account Value is
allocated to the AST Investment Grade Bond Sub-account and you have elected
this feature, up to ten percent (10%) of your Account Value currently
allocated to the AST Investment Grade Bond Sub-account will be transferred to
your Permitted Sub-accounts, such that after the transfer, 90% of your Account
Value on the date of the transfer is in the AST Investment Grade Bond
Sub-account. The transfer to the Permitted Sub-accounts will be based on your
existing allocation instructions or (in the absence of such existing
instructions) pro rata (i.e., in the same proportion as the current balances
in your variable investment options). It is possible that additional transfers
might occur after this initial transfer if dictated by the formula. The
amounts of such additional transfer(s) will vary. If on the date this feature
is elected 100% of your Account Value is allocated to the AST Investment Grade
Bond Sub-account, a transfer of an amount equal to 10% of your Account Value
will be made to your Permitted Sub-accounts. It is possible that an additional
transfer to the Permitted Sub-accounts could occur the following Valuation Day
and in some instances (based on the formula) this additional transfer could be
large.

Once the 90% cap rule is met, future transfers into the AST Investment Grade
Bond Sub-account will not be made (regardless of the performance of the AST
Investment Grade Bond Sub-account and the Permitted Sub-accounts) at least
until there is first a transfer out of the AST Investment Grade Bond
Sub-account. Once this transfer occurs out of the AST Investment Grade Bond
Sub-account, future amounts may be transferred to or from the AST Investment
Grade Bond Sub-account if dictated by the formula (subject to the 90% cap).

Important Considerations When Electing this Feature:

. At any given time, some, most or none of your Account Value may be
allocated to the AST Investment Grade Bond Sub-account.

. Please be aware that because of the way the new 90% cap asset transfer
formula operates, it is possible that more than or less than 90% of your
Account Value may be allocated to the AST Investment Grade Bond
Sub-account.
. If this feature is elected, any Account Value transferred to the
Permitted Sub-accounts is subject to the investment performance of those
Sub-accounts. Your Account Value can go up or down depending of the
performance of the Permitted Sub-accounts you select.

ASSET TRANSFER FORMULA FOR CONTRACTS WITH 90% CAP FEATURE

Transfer Calculation if you elected Highest Daily Lifetime Seven or Spousal
Highest Daily Lifetime Seven on or after July 21, 2008:

The "Terms and Definitions referenced in the Calculation Formula" and the
"Target Value Calculation" provided below remain unchanged and are included
herein for ease of reference.

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
. C\\u\\ - the upper target is established on the effective date of the
Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
changed for the life of the guarantee. Currently, it is 83%.

. C\\t\\ - the target is established on the Effective Date and is not
changed for the life of the guarantee. Currently, it is 80%.

. C\\l\\ - the lower target is established on the Effective Date and is
not changed for the life of the guarantee. Currently, it is 77%.

. L - the target value as of the current business day.

. r - the target ratio.

. a - factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life of
the guarantee (see page J-2 or page F-4 for XT8 of your prospectus for
the "a" factors)

. V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

. V\\F\\ - the total value of all elected Fixed Rate Options in the
Annuity.

. B - the total value of the AST Investment Grade Bond Portfolio
Sub-account.

. P - Income Basis. Prior to the first withdrawal, the Income Basis is the
Protected Withdrawal Value calculated as if the first withdrawal were
taken on the date of calculation. After the first withdrawal, the Income
Basis is equal to the greater of (1) the Protected Withdrawal Value at
the time of the first withdrawal, adjusted for additional purchase
payments including the amount of any associated Credits, and adjusted
proportionally for excess withdrawals*, (2) any highest quarterly value
increased for additional purchase payments including the amount of any
associated Credits, and adjusted for withdrawals, and (3) the Account
Value.

. T - the amount of a transfer into or out of the AST Investment Grade
Bond Portfolio Sub-account.

* Note: withdrawals of less than the Annual Income Amount do not reduce the
Income Basis.

TARGET VALUE CALCULATION:
On each business day, a target value (L) is calculated, according to the
following formula. If the Account Value (V\\V\\ + V\\F\\) is equal to zero, no
calculation is necessary.

L = 0.05 * P * a

If you elect this feature, the following replaces the "Transfer Calculation"
section in Appendix J with respect to ASAP III, APEX II and ASL II (page J-1
of your prospectus), and Appendix F with respect to XT8 (page F-1 of your
prospectus).

The following formula, which is set on the effective date of this feature and
is not changed for the life of the guarantee, determines when a transfer is
required:

On the effective date of this feature (and only on the effective date of this
feature), the following asset transfer calculation is performed to determine
the amount of Account Value allocated to the AST Investment Grade Bond
sub-account:

If (B / (V\\v\\ + V\\f\\ + B) (greater than) .90) then
T = B - [(V\\v\\ + V\\f\\ + B) * .90]

If T is greater than $0 as described above, then no additional transfer
calculations are performed on the effective date and future transfers to the
AST Investment Grade Bond Sub-account will not occur at least until there is
first a transfer out of the AST Investment Grade Bond Sub-account.

On each Valuation Day thereafter (including the effective date of this feature
provided B/(V\\v\\ + V\\f\\ + B) (less than)= .90), the following asset
transfer calculation is performed

Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

. If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
transferred to the AST Investment Grade Bond Portfolio Sub-account
(subject to the 90% cap rule described above).

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines the transfer amount:

T = Min (MAX (0, (0.90 * (V\\V\\ + V\\F\\ + B)) - B), Money is transferred from the elected
[L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\)) Sub-accounts to the AST Investment Grade Bond
Sub-account

T = Min(B,- [L - B - ( V\\v\\ +V\\f\\ ) * C\\t\\] / (1-C\\t\\)) Money is transferred from the AST Investment
Grade Sub-account to the elected Sub-accounts

Transfer Calculation if you elected Highest Daily Lifetime Seven or Spousal
Highest Daily Lifetime Seven prior to July 21, 2008:

The "Terms and Definitions referenced in the Calculation Formula" and the
"Target Value Calculation" provided above remain unchanged and are included
herein for ease of reference.

. C\\t\\ - the target is established on the Effective Date and is not
changed for the life of the guarantee. Currently, it is 80%.

. C\\l\\ - the lower target is established on the Effective Date and is
not changed for the life of the guarantee. Currently, it is 77%.

. L - the target value as of the current business day.

. r - the target ratio.

. a - factors used in calculating the target value. These factors are
established on the Effective Date and are not changed for the life of
the guarantee (see page J-2 of your prospectus for the "a" factors)

. V - the total value of all Permitted Sub-accounts in the annuity.

. B - the total value of the AST Investment Grade Bond Portfolio
Sub-account.

. T - the amount of a transfer into or out of the AST Investment Grade
Bond Portfolio Sub-account

* Note: withdrawals of less than the Annual Income Amount do not reduce the
Income Basis.

TARGET VALUE CALCULATION:
On each business day, a target value (L) is calculated, according to the
following formula. If the variable account value (V) is equal to zero, no
calculation is necessary.

L = 0.05 * P * a

If you elect this feature, the following replaces the "Transfer Calculation"
section in Appendix G with respect to ASAP III, APEX II and ASL II (page G-1
of your prospectus) and Appendix C with respect to XT8 (page C-1 of your
prospectus).

The following formula, which is set on the effective date of this feature and
is not changed for the life of the guarantee, determines when a transfer is
required:

If (B / (V + B) (greater than) .90) then
T = B - [(V + B)* .90]

If T is greater than $0 as described above, then no additional transfer
calculations are performed on the effective date.

On each Valuation Day thereafter (including the effective date of this feature
provided B/(V + B) (less than)= .90), the following asset transfer calculation
is performed

Target Ratio r = (L - B) / V.

. If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
transferred to AST Investment Grade Bond Sub-account.

. If r (less than) C\\l\\ and there are currently assets in the AST
Investment Grade Bond Sub-account (F (greater than) 0), assets in
the AST Investment Grade Bond Sub-account are transferred to the
Permitted Sub-accounts.

The following formula, which is set on the Effective Date of this feature and
is not changed for the life of the guarantee, determines the transfer amount:

T = Min(MAX (0, (0.90* (V + B)) - B), Money is transferred from the elected Permitted
[L - B - V* C\\t\\] / (1 - C\\t\\)) Sub-accounts to AST Investment Grade Bond
Sub-Account
T = {Min(B, - [L - B - V * C\\t\\] / (1 - C\\t\\))}, Money is transferred from the AST Investment
Grade Bond Sub-account to the Permitted
Sub-accounts.

OTHER INFORMATION

1. Discontinuance of Certain Optional Living Benefits.
As of the date of this supplement and subject to regulatory approval of
Highest Daily Lifetime 7 Plus Income Benefit (including Highest Daily Lifetime
7 Plus with BIO and Highest Daily Lifetime 7 Plus with LIA) or Spousal Highest
Daily Lifetime 7 Plus Income Benefit (including Spousal Highest Daily Lifetime
7 Plus with BIO) in your state, you may no longer elect the following income
benefits: Highest Daily Lifetime Seven Income Benefit, Highest Daily Lifetime
Seven Income Benefit with Beneficiary Income Option, Highest Daily Lifetime
Seven Income Benefit with Lifetime Income Accelerator, Spousal Highest Daily
Lifetime Seven Income Benefit, and Spousal Highest Daily Lifetime Seven Income
Benefit with Beneficiary Income Option. Additionally, as of the date of this
supplement, you may no longer elect the Guaranteed Minimum Income Benefit
(GMIB), and Guaranteed Minimum Withdrawal Benefit (GMWB). Check with your
financial professional regarding availability of these benefits in your state.

2. We add the following paragraph to page 118 or page 107 for XT8 of the
prospectus section "Tax Considerations - Types of Tax-favored Plans"

Caution: Recent IRS regulations may affect the taxation of 403(b) tax deferred
annuity contract exchanges that occur after September 24, 2007.

Certain transactions, often called "Revenue Ruling 90-24" exchanges or
transfers, are a common non-taxable method to exchange one tax deferred
annuity contract for another. The IRS has issued regulations that may impose
restrictions on your ability make such an exchange. The regulations are
generally effective in 2009 but there is great uncertainty about their
application to contract exchanges that take place during the period following
September 24, 2007 and before January 1, 2009 (the "gap period"). Because of
this uncertainty, it is possible that an exchange that takes place during the
gap period may cause you to incur taxation on the value of the contract. But
it is also possible that such an exchange will not have adverse tax
consequences. We have asked the IRS to provide more guidance on this critical
issue. In the meantime, before you request an exchange during the gap period
you should consult with your tax advisor. We began accepting such transfers on
or about November 24, 2008, but only if we have entered into an
information-sharing agreement, or its functional equivalent, with the
applicable employer or its agent. In addition, in order to comply with the
regulations, starting on or about January 1, 2009 we will only process certain
transactions (e.g, transfers, withdrawals, hardship distributions and, if
applicable, loans) with employer approval. This means that if you request one
of these transactions we will not consider your request to be in good order,
and will not therefore process the transaction, until we receive the
employer's approval in written or electronic form.

3. The following is added to page 39 or 32 for XT8 of your prospectus at the
end of the section entitled "Purchasing Your Annuity":

The following is added to your prospectus at the end of the section entitled
"Purchasing Your Annuity":

"Beneficiary" Annuity

You may purchase an Annuity if you are a beneficiary of an annuity that was
owned by a decedent, subject to the following requirements. You may transfer
the proceeds of the decedent's annuity into one of the Annuities described in
the prospectus and continue receiving the distributions that are required by
the tax laws. This transfer option is only available for purchase of an IRA,
Roth IRA, or a non-qualified annuity, for distributions based on lives age 70
or under. This transfer option is not available for purchase of the XT8
Annuity. This transfer option is also not available if the proceeds are being
transferred from an annuity issued by us or one of our affiliates and the
annuity offers a "Beneficiary Continuation Option".

Upon purchase, the Annuity will be issued in the name of the decedent for your
benefit. We will calculate your required distributions based on the applicable
life expectancy in the year of the decedent's death, using Table 1 in IRS
Publication 590. You must take distributions at least annually. For IRAs and
Roth IRAs, distributions must begin by December 31 of the year following the
year of the decedent's death. If you are the surviving spouse beneficiary,
distributions may be deferred until the decedent would have attained age
70 1/2, however if you choose to defer distributions, you are responsible for
complying with the distribution requirements under the Code, and you must
notify us when you would like distributions to begin. For additional
information regarding the tax considerations applicable to beneficiaries of an
IRA or Roth IRA, see "Required Distributions Upon Your Death for Qualified
Annuity Contracts" in the Tax Considerations section of your prospectus.

For non-qualified Annuities, distributions must begin within one year of the
decedent's death. For additional information regarding the tax considerations
applicable to beneficiaries of a non-qualified Annuity see "Required
Distributions Upon Your Death for Nonqualified Annuity Contracts" in the Tax
Consideration section of your prospectus.

You may choose to take more than your required distribution. You may take
withdrawals in excess of your required distributions, however your withdrawal
may be subject to the Contingent Deferred Sales Charge. Any withdrawals reduce
the required distribution for the year. All applicable charges will be
assessed against your Annuity, such as the Insurance Charge and the Annual
Maintenance Fee.

The Annuity may provide a basic Death Benefit upon death, and you may name a
"successor" who may either receive the Death Benefit as a lump sum or continue
receiving distributions after your death under the Beneficiary Continuation
Option.

Please note the following additional limitations:
.. No additional Purchase Payments are permitted. You may only make a one-time
initial Purchase Payment transferred to us directly from another annuity or
eligible account. You may not make your Purchase Payment as an indirect
rollover.
.. You may not elect any optional living or death benefits. Annuity Rewards is
not available.
.. You may not annuitize the Annuity; no annuity options are available.
.. You may participate only in the following programs: Auto-Rebalancing,
Dollar Cost Averaging (but not Enhanced Dollar Cost Averaging), Systematic
Withdrawals, and Third Party Investment Advisor.
.. You may not assign or change ownership of the Annuity, and you may not
change or designate another life upon which distributions are based. A
"beneficiary annuity" may not be co-owned.
.. If the Annuity is funded by means of transfer from another "beneficiary
annuity" with another company, we require that the sending company or the
beneficial owner provide certain information in order to ensure that
applicable required distributions have been made prior to the transfer of
the contract proceeds to us. We further require appropriate information to
enable us to accurately determine future distributions from the Annuity.
Please note we are unable to accept a transfer of another "beneficiary
annuity" where taxes are calculated based on an exclusion amount or an
exclusion ratio of earnings to original investment. We are also unable to
accept a transfer of an annuity that has annuitized.
.. The beneficial owner of the Annuity can be an individual, grantor trust,
or, for an IRA or Roth IRA, a qualified trust. In general, a qualified
trust (1) must be valid under state law; (2) must be irrevocable or became
irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
(3) the beneficiaries of the trust who are beneficiaries with respect to
the trust's interest in this Annuity must be identifiable from the trust
instrument and must be individuals. A qualified trust must provide us with
a list of all beneficiaries to the trust (including contingent and
remainder beneficiaries with a description of the conditions on their
entitlement), all of whom must be individuals, as of September 30/th/ of
the year following the year of death of the IRA or Roth IRA owner, or date
of Annuity application if later. The trustee must also provide a copy of
the trust document upon request. If the beneficial owner of the Annuity is
a grantor trust, distributions must be based on the life expectancy of the
grantor. If the beneficial owner of the Annuity is a qualified trust,
distributions must be based on the life expectancy of the oldest
beneficiary under the trust.
.. If this Beneficiary Annuity is transferred to another company as a tax-free
exchange with the intention of qualifying as a beneficiary annuity with the
receiving company, we may require certifications from the receiving company
that required distributions will be made as required by law.
.. If you are transferring proceeds as beneficiary of an annuity that is owned
by a decedent, we must receive your transfer request at least 45 days prior
to your first required distribution. If, for any reason, your transfer
request impedes our ability to complete your first distribution by the
required date, we will be unable to accept your transfer request.

4. Under the section of the prospectus (page 57) entitled "Guaranteed Return
Option Plus", we remove the first paragraph and the last paragraph under "Key
Feature - Allocation of Account Value", and replace it with the following:

GRO Plus uses a mathematical formula that we operate to help manage your
guarantees through all market cycles. Each Valuation Day, the formula
determines if any portion of your Account Value needs to be transferred into
or out of the Fixed Allocations, through reference to a "reallocation
trigger". The formula does this by (a) first identifying each guarantee that
is outstanding under GRO Plus (b) then discounting the value of each such
guarantee to a present value, based on crediting rates associated with the
Fixed Allocations, then (c) identifying the largest of such present values.
Then, the formula compares that largest present value to both the Account
Value and the value of assets allocated to the Sub-accounts to determine
whether a transfer into or out of the Fixed Allocations is required. As
detailed in the formula, if that largest present value exceeds the Account
Value less a percentage of the Sub-account value, a transfer into the Fixed
Allocations will occur. Conversely, if that largest present value is less than
the Account Value less a percentage of the Sub-account value, a transfer out
of the Fixed Allocations will occur.

At any given time, some, none, or all of your Account Value may be allocated
to the Fixed Allocations. With respect to any amounts held within the Fixed
Allocations, we can give no assurance how long the amounts will reside there
or if such amounts will transfer out of the Fixed Allocations. If you make
additional Purchase Payments to your Annuity, they will be allocated to the
Sub-accounts according to your allocation instructions. Such additional
Purchase Payments may or may not cause the formula to transfer money in or out
of the Fixed Allocations. Once the Purchase Payments are allocated to your
Annuity, they will also be subject to the mathematical formula, which may
result in immediate transfers to or from the Fixed Allocations, if dictated by
the formula. The amounts of any such transfers will vary, as dictated by the
formula, and will depend on the factors listed below.

.. The amount invested in, and interest earned within, the Fixed Allocations;
.. The current crediting rates associated with Fixed Allocations;
.. Additional Purchase Payments, if any, that you make to the Annuity; and
.. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the Fixed Allocations will affect your ability to
participate in a subsequent recovery within the Sub-accounts. Conversely, the
Account Value may be higher at the beginning of the recovery, e.g. more of the
Account Value may have been protected from decline and volatility than it
otherwise would have been had the benefit not been elected.

While you are not notified when your Account Value reaches a reallocation
trigger, you will receive a confirmation statement indicating the transfer of
a portion of your Account Value either to or from Fixed Allocations.

You may not allocate purchase payments to or transfer Account Value to or from
the Fixed Allocations.

You should be aware of the following potential ramifications of the
reallocation mechanism:
.. Transfers of your Account Value can be frequent, and under some scenarios
may occur on a daily basis. As indicated, each such transfer may be subject
to a Market Value Adjustment, which can be positive or negative. Thus, a
Market Value Adjustment will directly increase or reduce your Account Value.

.. As indicated, some or even all, of your Account Value may be maintained in
the Fixed Allocations. The greater the Account Value held in Fixed
Allocations, the larger (in dollar terms) the Market Value Adjustment upon
any transfer of such Account Value to the Sub-accounts.

Transfers under the formula do not impact any guarantees under GRO Plus that
have already been locked-in.

The Asset Transfer formula is set forth below.

Asset Transfer Formula Under the Guaranteed Return Option Plus benefit
We set out below the current formula under which we may transfer amounts
between the Sub-accounts and the Fixed Allocations. We will not alter the
asset transfer formula.

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
. AV is the current Account Value of the Annuity (including any Market
Value Adjustment on Fixed Allocations)

. V is the current Account Value of the elected Sub-accounts of the Annuity

. F is the current Account Value of the Fixed Allocations

For each guarantee provided under the program,
.. G\\i\\ is the Principal Value of the guarantee
.. t\\i\\ is the number of whole and partial years until the maturity date of
the guarantee.
.. r\\i\\ is the current fixed rate associated with Fixed Allocations of
length t\\i\\ (t\\i\\ is rounded to the next highest integer to determine
this rate).

The formula determines, on each Valuation Day, when a transfer is required.

The formula begins by determining for each guarantee the value (L\\i\\) that,
if appreciated at the current fixed rate, would equal the Principal Value on
the applicable maturity date. We call the greatest of these values the
"current liability (L)."

L = MAX (L\\i\\), where L\\i\\ = G\\i\\ / (1 + r\\i\\)/ti/

Next, the formula determines whether or not a transfer to or from the Fixed
Allocations is needed:

A transfer into the Fixed Allocations will occur if L (greater than) (AV -
0.2 * V), and V (greater than) 0.

The transfer amount is calculated by the following formula:

T = MIN(V, (V - (1 / 0.23) * (AV - L))

A transfer from the Fixed Allocations to the Sub-accounts will occur if L
(less than) (AV - 0.26 * V), and F (greater than) 0.

The transfer amount is calculated by the following formula:

T = MIN(F, ((1 / 0.23) * (AV - L) - V)

5. Under the section of the prospectus (page 60) entitled "Guaranteed Return
Option", we remove the first paragraph and the last paragraph under "Key
Feature - Allocation of Account Value", and replace it with the following:
GRO uses a mathematical formula that we operate to help manage your guarantees
through all market cycles. The formula weighs a number of factors, including
the current Account Value, the value in the Sub-accounts, the value in the
Fixed Allocations, the Protected Principal Value, the expected value of the
Fixed Allocations used to support the guarantee, the time remaining until
maturity, and the current crediting rates associated with the Fixed
Allocations. In essence, and as detailed in the formula, the formula will
transfer Account Value into the Fixed Allocations if needed to support an
anticipated guarantee.

Each Valuation Day, the formula determines if any portion of your Account
Value needs to be transferred into or out of the Fixed Allocations, through
reference to a "reallocation trigger". At any given time, some, none, or all
of your Account Value may be allocated to the Fixed Allocations. If your
entire Account Value is transferred to the Fixed Allocations, the formula will
not transfer amounts out of the Fixed Allocations to the Sub-accounts and the
entire Account Value would remain in the Fixed Allocations. If you make
additional Purchase Payments to your Annuity, they will be allocated to the
Sub-accounts according to your allocation instructions. Such additional
Purchase Payments may or may not cause the formula to transfer money in or out
of the Fixed Allocations. Once the Purchase Payments are allocated to your
Annuity, they will also be subject to the mathematical formula, which may
result in immediate transfers to or from the Fixed Allocations, if dictated by
the formula. The amount of any such transfers will vary, as dictated by the
formula, and will depend on the factors listed below.

The amount that is transferred to and from the Fixed Allocations pursuant to
the mathematical formula depends upon a number of factors unique to your
Annuity (and is not necessarily directly correlated with the securities
markets, bond markets, or interest rates, in general) including:
.. The difference between your Account Value (including any Market Value
Adjustment) and your Protected Principal Value(s);
.. The amount of time until the maturity of your guarantee(s);
.. The amount invested in, and the performance of, the Sub-accounts;
.. The amount invested in, and interest earned within, the Fixed Allocations;
.. The current crediting rates associated with Fixed Allocations;
.. Additional Purchase Payments, if any, that you make to the Annuity; and
.. Withdrawals, if any, taken from the Annuity.

You may not allocate purchase payments to or transfer Account Value to or from
the Fixed Allocations.

You should be aware of the following potential ramifications of the allocation
mechanism:
.. Transfers of your Account Value can be frequent, and under some scenarios
may occur on a daily basis. As indicated, each such transfer may be subject
to a Market Value Adjustment, which can be positive or negative. Thus, a
Market Value Adjustment will directly increase or reduce your Account Value.

.. As indicated some or even all, of your Account Value may be maintained in
the Fixed Allocations. The greater the Account Value held in Fixed
Allocations, the larger (in dollar terms) the Market Value Adjustment upon
any transfer of such Account Value to the Sub-accounts.

Transfers under the formula do not impact your guarantees under GRO that have
already been locked-in.

The Asset Transfer formula is set forth below.

Asset Transfer Formula Under the Guaranteed Return Option benefit
We set out below the current formula under which we may transfer amounts
between the Sub-accounts and the Fixed Allocations. We will not alter the
asset transfer formula.

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
. AV is the current Account Value of the Annuity (including any Market
Value Adjustment on Fixed Allocations)

. V is the current Account Value of the elected Sub-accounts of the Annuity

. F is the current Account Value of the Fixed Allocations

. G is the Principal Value of the guarantee

. t is the number of whole and partial years between the current Valuation
Day and the maturity date.

. t\\1\\ is the number of whole and partial years between the next
Valuation Day (i.e., the Valuation Day immediately following the current
Valuation Day) and the maturity date.

. r is the fixed rate associated with Fixed Allocations of length t
(t\\1\\ is rounded to the next highest whole number to determine this
rate) as of the current Valuation Day.

. r\\1\\ is the fixed rate associated with Fixed Allocations of length
t\\1\\ (t\\1\\ is rounded to the next highest whole number to determine
this rate) as of the next Valuation Day.

. M is the total maturity value of all Fixed Allocations, i.e., the total
value that the Fixed Allocations will have on the maturity date of the
guarantee if no subsequent transactions occur.

The formula determines, on each Valuation Day, when a transfer is required.

The formula begins by determining a "cushion", D:

D = 1 - [(G - M) / (1 + r)/t/] / V

Next, the formula determines whether or not a transfer to or from the Fixed
Allocations is needed:

A transfer into the Fixed Allocations will occur if D (less than) 0.20, V
(greater than) 0, and V (greater than) 0.02 * AV.

The transfer amount is calculated by the following formula:

T = MIN(V, (V * (0.75 * (1 + r\\1\\)/ ti/ - G + M) / (0.75 * (1 + r\\1\\)/
ti/ - (1 + r)/t/))

A transfer from the Fixed Allocations to the Sub-accounts will occur if D
(greater than) 0.30 and F (greater than) 0.

The transfer amount is calculated by the following formula:

T = MIN(F, (V * (0.75 * (1 + r\\1\\)/ ti/ - G + M) / ((1 + r)/t/ - 0.75 * (1
+ r\\1\\)/ ti/ ))

6. Under the section of the prospectus (page 64 or page 49 for XT8) entitled
"Guaranteed Return Option Plus 2008" and the section entitled "Highest Daily
GRO" (page 67 or page 62 for XT8), we add the following to the end of the
sub-section entitled "Key Feature - Allocation of Account Value":
Each of Highest Daily Guaranteed Return Option (HD GRO) and Guaranteed Return
Option Plus 2008 (GRO Plus 2008) uses a pre-determined mathematical formula to
help manage your guarantees through all market cycles. Each Valuation Day, the
formula analyzes the difference between your Account Value and your
guarantees, as well as how long you have owned the benefit, and determines if
any portion of your Account Value needs to be transferred into or out of the
AST Bond Portfolio Sub-accounts (the "Bond Portfolios"). Therefore, at any
given time, some, none, or all of your Account Value may be allocated to the
Bond Portfolios. If your entire Account Value is transferred to the Bond
Portfolios, then based on the way the formula operates, the formula will not
transfer amounts out of the Bond Portfolios to the Sub-accounts and the entire
Account Value would remain in the Bond Portfolios. If you make additional
Purchase Payments to your Annuity, they will be allocated to the Sub-accounts
according to your allocation instructions. Such additional Purchase Payments
may or may not cause the formula to transfer money in or out of the Bond
Portfolios. Once the Purchase Payments are allocated to your Annuity, they
will also be subject to the mathematical formula, which may result in
immediate transfers to or from the Bond Portfolios, if dictated by the
formula. The amounts of any such transfers will vary, as dictated by the
formula, and will depend on the factors listed below.

The amount that is transferred to and from the Bond Portfolios pursuant to the
mathematical formula depends upon a number of factors unique to your Annuity
(and is not necessarily directly correlated with the securities markets, bond
markets, or interest rates, in general) including:
.. The difference between your Account Value and your Guarantee Amount(s);
.. The amount of time until the maturity of your Guarantee(s);
.. The amount invested in, and the performance of, the Permitted Sub-accounts;
.. The amount invested in, and the performance of, the Bond Portfolios;
.. The discount rate used to determine the present value of your Guarantee(s);
.. Additional Purchase Payments, if any, that you make to the Annuity; and
.. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the Bond Portfolios will affect your ability to
participate in a subsequent recovery within the Permitted Sub-accounts.
Conversely, the Account Value may be higher at the beginning of the recovery,
e.g. more of the Account Value may have been protected from decline and
volatility than it otherwise would have been had the benefit not been elected.

The Bond Portfolios are available only with these benefits, and you may not
allocate purchase payments and transfer Account Value to or from the Bond
Portfolios.

Transfers under the formula do not impact any guarantees under the benefit
that have already been locked-in.

7. We replace the section of the prospectus (page 89 or page 74 for XT8)
entitled "Asset Transfer Component of Highest Daily Lifetime Five" with the
following:

Asset Transfer Component of Highest Daily Lifetime Five
As indicated above, we limit the sub-accounts to which you may allocate
Account Value if you elect Highest Daily Lifetime Five. For purposes of this
benefit, we refer to those permitted sub-accounts as the "Permitted
Sub-accounts". As a requirement of participating in Highest Daily Lifetime
Five, we require that you participate in our specialized asset transfer
program, under which we may transfer Account Value between the Permitted
Sub-accounts and a fixed interest rate account that is part of our general
account (the "Benefit Fixed Rate Account"). We determine whether to make a
transfer, and the amount of any transfer, under a non-discretionary formula,
discussed below. The Benefit Fixed Rate Account is available only with this
benefit, and you may not allocate Purchase Payments to or transfer Account
Value to or from the Benefit Fixed Rate Account. The interest rate that we pay
with respect to the Benefit Fixed Rate Account is reduced by an amount that
corresponds generally to the charge that we assess against your variable
Sub-accounts for Highest Daily Lifetime Five. The Benefit Fixed Rate Account
is not subject to the Investment Company Act of 1940 or the Securities Act of
1933.

Under the asset transfer component of Highest Daily Lifetime Five, we monitor
your Account Value daily and, if necessary, systematically transfer amounts
between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
Account. Any transfer would be made in accordance with a formula, which is set
forth in the schedule supplement to the endorsement for this benefit (and also
appears in the Appendices to the prospectus). Speaking generally, the formula,
which we apply each Valuation Day, operates as follows. The formula starts by
identifying your Protected Withdrawal Value for that day and then multiplies
that figure by 5%, to produce a projected (i.e., hypothetical) Highest Daily
Annual Income Amount. Then, using our actuarial tables, we produce an estimate
of the total amount we would target in our allocation model, based on the
projected Highest Daily Annual Income Amount each year for the rest of your
life. In the formula, we refer to that value as the "Target Value" or "L". If
you have already made a withdrawal, your projected Highest Daily Annual Income
Amount (and thus your Target Value) would take into account any automatic
step-up that was scheduled to occur according to the step-up formula described
above. Next, the formula subtracts from the Target Value the amount held
within the Benefit Fixed Rate Account on that day, and divides that difference
by the amount held within the Permitted Sub-accounts. That ratio, which
essentially isolates the amount of your Target Value that is not offset by
amounts held within the Benefit Fixed Rate Account, is called the "Target
Ratio" or "r". If the Target Ratio exceeds a certain percentage (currently
83%) it means essentially that not enough Target Value is offset by assets
within the Benefit Fixed Rate Account, and therefore we will transfer an
amount from your Permitted Sub-accounts to the Benefit Fixed Rate Account.
Conversely, if the Target Ratio falls below a certain percentage (currently
77%), then a transfer from the Benefit Fixed Rate Account to the Permitted
Sub-accounts would occur. Note that the formula is calculated with reference
to the Highest Daily Annual Income Amount, rather than with reference to the
Annual Income Amount. If you elect the new asset transfer formula calculation
offered in this supplement, see the discussion above regarding the 90% cap
rule.

As you can glean from the formula, poor investment performance of your Account
Value may result in a transfer of a portion of your variable Account Value to
the Benefit Fixed Rate Account, because such poor investment performance will
tend to increase the Target Ratio. Moreover, "flat" investment returns of your
Account Value over a period of time also could result in the transfer of your
Account Value to the Benefit Fixed Rate Account. Because the amount allocated
to the Benefit Fixed Rate Account and the amount allocated to the Permitted
Sub-accounts each is a variable in the formula, the investment performance of
each affects whether a transfer occurs for your Annuity. In deciding how much
to transfer, we use another formula, which essentially seeks to re-balance
amounts held in the Permitted Sub-accounts and the Benefit Fixed Rate Account
so that the Target Ratio meets a target, which currently is equal to 80%. Once
you elect Highest Daily Lifetime Five, the ratios we use will be fixed. For
newly issued annuities that elect Highest Daily Lifetime Five and existing
annuities that elect Highest Daily Lifetime Five, however, we reserve the
right to change the ratios.

Depending on the results of the calculation relative to the reallocation
triggers, we may, on any day:
.. Not make any transfer between the Permitted Sub-accounts and the Benefit
Fixed Rate Account; or
.. If a portion of your Account Value was previously allocated to the Benefit
Fixed Rate Account, transfer all or a portion of those amounts to the
Permitted Sub-accounts, based on your existing allocation instructions or
(in the absence of such existing instructions) pro rata (i.e., in the same
proportion as the current balances in your variable investment options).
Amounts taken out of the Benefit Fixed Rate Account will be withdrawn for
this purpose on a last-in, first-out basis (an amount renewed into a

new guarantee period under the Benefit Fixed Rate Account will be deemed a
new investment for purposes of this last-in, first-out rule); or
.. Transfer all or a portion of your Account Value in the Permitted
Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest that
you earn on such transferred amount will be equal to the annual rate that
we have set for that day, and we will credit the daily equivalent of that
annual interest until the earlier of one year from the date of the transfer
or the date that such amount in the Benefit Fixed Rate Account is
transferred back to the Permitted Sub-accounts.

Therefore, at any given time, some, none, or all of your Account Value may be
allocated to the Benefit Fixed Rate Account. If your entire Account Value is
transferred to the Benefit Fixed Rate Account, then based on the way the
formula operates, the formula will not transfer amounts out of the Benefit
Fixed Rate Account to the Permitted Sub-accounts and the entire Account Value
would remain in the Benefit Rate Fixed Account. If you make additional
Purchase Payments to your Annuity, they will be allocated to the Sub-accounts
according to your allocation instructions. Such additional Purchase Payments
may or may not cause the formula to transfer money in or out of the Benefit
Fixed Rate Account. Once the Purchase Payments are allocated to your Annuity,
they will also be subject to the mathematical formula, which may result in
immediate transfers to or from the Benefit Fixed Rate Account, if dictated by
the formula. The amounts of any such transfers will vary, as dictated by the
formula, and will depend on the factors listed below.

The amount that is transferred to and from the Benefit Fixed Rate Account
pursuant to the mathematical formula depends upon a number of factors unique
to your Annuity (and is not necessarily directly correlated with the
securities markets, bond markets, or interest rates, in general) including:

.. How long you have owned Highest Daily Lifetime Five;
.. The performance of the Permitted Sub-accounts you have chosen;
.. The performance of the Benefit Fixed Rate Account (i.e., the amount of
interest credited to the Benefit Fixed Rate Account);

.. The amount allocated to each of the Permitted Sub-accounts you have chosen;
.. The amount allocated to the Benefit Fixed Rate Account;

.. Additional Purchase Payments, if any, you make to your Annuity;
.. Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
rata from your Account Value).

Any Account Value in the Benefit Fixed Rate Account will not be available to
participate in the investment experience of the Permitted Sub-accounts if
there is a recovery until it is moved out of the Benefit Fixed Rate Account.

The more of your Account Value allocated to the Benefit Fixed Rate Account
under the formula, the greater the impact of the performance of the Benefit
Fixed Rate Account in determining whether (and how much) of your Account Value
is transferred back to the Permitted Sub-accounts. Further, it is possible
under the formula, that if a significant portion your Account Value is
allocated to the Benefit Fixed Rate Account and that Account has good
performance but the performance of your Permitted Sub-accounts is negative,
that the formula might transfer your Account Value to the Permitted
Sub-accounts. Thus, the converse is true too (the more you have allocated to
the Permitted Sub-accounts, the greater the impact of the performance of those
Sub-accounts will have on any transfer to the Benefit Fixed Rate Account).

8. We replace the sections of the prospectus (page 95 or page 81 for XT8)
entitled "Asset Transfer Component of Highest Daily Lifetime Seven" and "Asset
Transfer Component of Spousal Highest Daily Lifetime Seven" (page 102 or page
91 for XT8) (as applicable) with the following:

Asset Transfer Component of Highest Daily Lifetime Seven/Spousal Highest Daily
Lifetime Seven

As indicated above, we limit the Sub-accounts to which you may allocate
Account Value if you elect Highest Daily Lifetime Seven/Spousal Highest Daily
Lifetime Seven. For purposes of the benefit, we refer to those permitted
Sub-accounts as the "Permitted Sub-accounts". As a requirement of
participating in Highest Daily Lifetime Seven/Spousal Highest Daily Lifetime
Seven, we require that you participate in our specialized asset transfer
program, under which we may transfer Account Value between the Permitted
Sub-accounts and a specified bond fund within the Advanced Series Trust (the
"AST Investment Grade Bond Sub-account"). We determine whether to make a
transfer, and the amount of any transfer, under a non-discretionary
mathematical formula, discussed below. The AST Investment Grade Bond
Sub-account is available only with this benefit, and you may not allocate
Purchase Payments to or transfer Account Value to or from the AST Investment
Grade Bond Sub-account. Under the asset transfer component of Highest Daily
Lifetime Seven/Spousal Highest Daily Lifetime Seven, we monitor your Account
Value daily and, if dictated by the formula, systematically transfer amounts
between the Permitted Sub-accounts you have chosen and the AST Investment
Grade Bond Sub-account. Any transfer would be made in accordance with a
formula, which is set forth in the Appendices to the prospectus.

Speaking generally, the formula, which we apply each Valuation Day, operates
as follows. The formula starts by identifying an income basis for that day and
then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
income amount. Note that we use 5% in the formula, irrespective of the
Annuitant's attained age. Then we produce an estimate of the total amount we
would target in our allocation model, based on the projected income amount and
factors set forth in the formula. In the formula, we

refer to that value as the "Target Value" or "L". If you have already made a
withdrawal, your projected income amount (and thus your Target Value) would
take into account any automatic step-up, any subsequent purchase payments, and
any excess withdrawals. Next, the formula subtracts from the Target Value the
amount held within the AST Investment Grade Bond Sub-account on that day, and
divides that difference by the amount held within the Permitted Sub-accounts.
That ratio, which essentially isolates the amount of your Target Value that is
not offset by amounts held within the AST Investment Grade Bond Sub-account,
is called the "Target Ratio" or "r". If the Target Ratio exceeds a certain
percentage (currently 83%), it means essentially that not enough Target Value
is offset by assets within the AST Investment Grade Bond Sub-account, and
therefore we will transfer an amount from your Permitted Sub-accounts to the
AST Investment Grade Bond Sub-account. Conversely, if the Target Ratio falls
below a certain percentage (currently 77%), then a transfer from the AST
Investment Grade Bond Sub-account to the Permitted Sub-accounts would occur.
If you elect the new asset transfer formula calculation offered in this
supplement, see the discussion above regarding the 90% cap.

As you can glean from the formula, poor investment performance of your Account
Value may result in a transfer of a portion of your variable Account Value to
the AST Investment Grade Bond Sub-account because such poor investment
performance will tend to increase the Target Ratio. Moreover, "flat"
investment returns of your Account Value over a period of time also could
result in the transfer of your Account Value from the Permitted Sub-accounts
to the AST Investment Grade Bond Sub-account. Because the amount allocated to
the AST Investment Grade Bond Sub-account and the amount allocated to the
Permitted Sub-accounts each is a variable in the formula, the investment
performance of each affects whether a transfer occurs for your Annuity. In
deciding how much to transfer, we use another formula, which essentially seeks
to re-balance amounts held in the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account so that the Target Ratio meets a target,
which currently is equal to 80%. Once you elect Highest Daily Lifetime
Seven/Spousal Highest Daily Lifetime Seven, the ratios we use will be fixed.
For newly-issued Annuities that elect Highest Daily Lifetime Seven/Spousal
Highest Daily Lifetime Seven and existing Annuities that elect Highest Daily
Lifetime Seven/Spousal Highest Daily Lifetime Seven, however, we reserve the
right to change the ratios.

While you are not notified when your Annuity reaches a reallocation trigger,
you will receive a confirmation statement indicating the transfer of a portion
of your Account Value either to or from the AST Investment Grade Bond
Sub-account. The formula by which the reallocation triggers operate is
designed primarily to mitigate the financial risks that we incur in providing
the guarantee under Highest Daily Lifetime Seven/Spousal Highest Daily
Lifetime Seven. Depending on the results of the calculation relative to the
reallocation triggers, we may, on any day:
.. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or
.. If a portion of your Account Value was previously allocated to the AST
Investment Grade Bond Sub-account, transfer all or a portion of those
amounts to the Permitted Sub-accounts, based on your existing allocation
instructions or (in the absence of such existing instructions) pro rata
(i.e., in the same proportion as the current balances in your variable
investment options).; or

.. Transfer all or a portion of your Account Value in the Permitted
Sub-accounts pro rata to the AST Investment Grade Bond Sub-account.

Therefore, at any given time, some, none, or all of your Account Value may be
allocated to the AST Investment Grade Bond Sub-account. If your entire Account
Value is transferred to the AST Investment Grade Bond Sub-account, then based
on the way the formula operates, the formula will not transfer amounts out of
the AST Investment Grade Bond Sub-account to the Permitted Sub-accounts and
the entire Account Value would remain in the AST Investment Grade Bond
Sub-account. If you make additional Purchase Payments to your Annuity, they
will be allocated to the Sub-accounts according to your allocation
instructions. Such additional Purchase Payments may or may not cause the
formula to transfer money in or out of the AST Investment Grade Bond
Sub-account. Once the Purchase Payments are allocated to your Annuity, they
will also be subject to the mathematical formula, which may result in
immediate transfers to or from the AST Investment Grade Bond Sub-accounts, if
dictated by the formula. The amounts of any such transfers will vary, as
dictated by the formula, and will depend on the factors listed below.

The amount that is transferred to and from the AST Investment Grade Bond
Sub-account pursuant to the mathematical formula depends upon a number of
factors unique to your Annuity (and is not necessarily directly correlated
with the securities markets, bond markets, or interest rates, in general)
including:

.. How long you have owned Highest Daily Lifetime Seven/Spousal Highest Daily
Lifetime Seven;
.. The performance of the Permitted Sub-accounts you have chosen;
.. The performance of the AST Investment Grade Bond Sub-account;

.. The amount allocated to each of the Permitted Sub-accounts you have chosen;
.. The amount allocated to the AST Investment Grade Bond Sub-account;

.. Additional Purchase Payments, if any, you make to your Annuity;
.. Withdrawals, if any, you take from your Annuity (withdrawals are taken pro
rata from your Account Value).

Any Account Value in the AST Investment Grade Bond Sub-account will not be
available to participate in the investment experience of the Permitted
Sub-accounts if there is a recovery until it is moved out of the AST
Investment Grade Bond Sub-account.

The more of your Account Value allocated to the AST Investment Grade Bond
Sub-account under the formula, the greater the impact of the performance of
that Sub-account in determining whether (and how much) of your Account Value
is transferred back to the Permitted Sub-accounts. Further, it is possible
under the formula, that if a significant portion your Account Value is
allocated to the AST Investment Grade Bond Sub-account and that Sub-account
has good performance but the performance of your Permitted Sub-accounts is
negative, that the formula might transfer your Account Value to the Permitted
Sub-accounts. Thus, the converse is true too (the more you have allocated to
the Permitted Sub-accounts, the greater the impact of the performance of those
Sub-accounts will have on any transfer to the AST Investment Grade Bond
Sub-account).

9. The following information is added to your prospectus (page 10) regarding
certain Investment Options:

A. Effective November 24, 2008, two additional sub-advisors are being added to
AST Academic Strategies Asset Allocation Portfolio. Accordingly, in the
section entitled "What Investment Options Can I Choose?", we add the
sub-advisors referenced below to the column entitled "Portfolio
Advisor/Sub-Advisor."

First Quadrant L.P. (First Quadrant) and AlphaSimplex Group, LLC
(AlphaSimplex) are being added as additional sub-advisors to AST Academic
Strategies Asset Allocation Portfolio. The expenses and investment
objectives/policies do not change as a result of the addition of the new
sub-advisors.

B. Effective on or about December 15, 2008, Eaton Vance LLC will replace J.P.
Morgan Investment Management, Inc. as sub-advisor for AST Large-Cap Value
Portfolio.

C. Effective January 1, 2009, the underlying portfolios listed below are being
offered as new Sub-accounts under your annuity. In order to reflect these
additions:

In the section of each Prospectus entitled "Summary of Contract Expenses",
sub-section "Underlying Portfolio Annual Expenses", under the heading
"Advanced Series Trust", the following portfolios have been added:

-------------------------------------------------------------------------------
UNDERLYING PORTFOLIO ANNUAL EXPENSES

(as a percentage of the average net assets of the underlying Portfolios)
-------------------------------------------------------------------------------
UNDERLYING PORTFOLIO Total
Acquired Annual
Portfolio Portfolio
Management Other Fees & Operating
Fees Expenses 12b-1 Fees Expenses Expenses*
-------------------------------------------------------------------------------

Advanced Series Trust:
AST Bond Portfolio 2016 0.65%* 1.02%** 0.00% 0.00% 1.67%****
AST Bond Portfolio 2020 0.65%* 1.02%*** 0.00% 0.00% 1.67%****

* The contractual investment management fee rate is subject to certain
breakpoints. In the event the combined average daily net assets of the AST
Bond Portfolio 2016, the AST Bond Portfolio 2020, the AST Bond Portfolio
2015, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, and the AST
Investment Grade Bond Portfolio do not exceed $500 million, each
Portfolio's investment management fee rate will equal 0.65% of its average
daily net assets. In the event the combined average daily net assets of
these Portfolios exceed $500 million, the portion of a Portfolio's assets
to which the investment management fee rate of 0.65% applies and the
portion of a Portfolio's assets to which the investment management fee rate
of 0.64% applies will be determined on a pro rata basis.
** Estimates based on an assumed average daily net asset level of $10 million
for the AST Bond Portfolio 2016 during the fiscal year ending December 31,
2008. As used in connection with the AST Bond Portfolio 2016, "other
expenses" includes expenses for accounting and valuation services,
custodian fees, audit and legal fees, transfer agency fees, fees paid to
non-interested Trustees, and certain other miscellaneous items. Advanced
Series Trust (the Trust) has also entered into arrangements with the
issuers of the variable insurance products offering the AST Bond Portfolio
2016 under which the Trust currently compensates such issuers for providing
ongoing services to Portfolio shareholders (e.g., the printing and mailing
of Trust prospectuses and shareholder reports) in lieu of the Trust
providing such services directly to shareholders. The contractual
administrative services fee is 0.10% of the AST Bond Portfolio 2016's
average daily net assets, subject to certain voluntary asset-based
breakpoints.
***Estimates based on an assumed average daily net asset level of $10 million
for the AST Bond Portfolio 2020 during the fiscal year ending December 31,
2008. As used in connection with the AST Bond Portfolio 2020, "other
expenses" includes expenses for accounting and valuation services,
custodian fees, audit and legal fees, transfer agency fees, fees paid to
non-interested Trustees, and certain other miscellaneous items. Advanced
Series Trust (the Trust) has also entered into arrangements with the
issuers of the variable insurance products offering the AST Bond Portfolio
2020 under which the Trust currently compensates such issuers for providing
ongoing services to Portfolio shareholders (e.g., the printing and mailing
of Trust prospectuses and shareholder reports) in lieu of the Trust
providing such services directly to shareholders. The contractual
administrative services fee is 0.10% of the AST Bond Portfolio 2020's
average daily net assets, subject to certain voluntary asset-based
breakpoints.
****Estimated in part. The Investment Managers have voluntarily agreed to waive
a portion of their investment management fees and/or reimburse certain
expenses for the AST Bond Portfolio 2016 and the AST Bond Portfolio 2020 so
that the Portfolio's investment management fees plus other expenses
(exclusive in all cases of taxes, interest, brokerage commissions,
distribution fees, and extraordinary expenses) do not exceed 1.00% of the
Portfolio's average daily net assets for the fiscal year ending
December 31, 2008. These arrangements are voluntary and may be discontinued
or otherwise modified by the Investment Managers at any time without prior
notice.

The following is being added to the chart in each Prospectus in the section
entitled "Investment Options":

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STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO
TYPE ADVISOR/
SUB-ADVISOR
--------------------------------------------------------------------
AST FUNDS
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FIXED AST Bond Portfolio 2016: seeks the Prudential
INCOME highest potential total return Investment
consistent with its specified level Management, Inc.
of risk tolerance to meet the
parameters established to support
the GRO benefits and maintain
liquidity to support changes in
market conditions for a fixed
maturity of 2016. Please note that
you may not make purchase payments
to this Portfolio, and that this
Portfolio is available only with
certain living benefits.
--------------------------------------------------------------------
FIXED AST Bond Portfolio 2020: seeks the Prudential
INCOME highest potential total return Investment
consistent with its specified level Management, Inc.
of risk tolerance to meet the
parameters established to support
the GRO benefits and maintain
liquidity to support changes in
market conditions for a fixed
maturity of 2020. Please note that
you may not make purchase payments
to this Portfolio, and that this
Portfolio is available only with
certain living benefits.
--------------------------------------------------------------------